Dancing Alone
by Nate-Mihael
Summary: Back at the beginning of summer, Ben is confronted with a Gwen that hates him, and is armed with the Omnitrix. But he befriended her once; he could do it again. Time travel fic set after 'Gwen 10.' Eventual Bwen.
1. Chapter 1: Missing you

Disclaimer: I don't own Ben 10. Otherwise, Gwen 10 would totally have gotten its own spin-off darn it.

A/N: So Car45 and I often hash out plotbunnies together and then sort of toss a coin who gets which (because we usually end up getting twitchy fingers). I lucked out and got this one: takes place after Gwen 10 and during 'Washington B.C.', and in this one, Gwen still has the Omnitrix after they defeat Vilgax.

* * *

Ben glanced up from where he'd been relaxing (not brooding!) by the campfire to see his grandfather coming his way with a bucket of water. Time for bed, it seemed. He didn't want to go into the RV just yet, so was pleasantly surprised when, instead of pouring the bucket over the shrinking fire, the older man put it on the ground and sat down beside Ben on the log. He smiled at the boy, giving him a pat on the back. Ben smiled back, albeit it weakly. Three months, a year, twenty, grandpa would never stop being grandpa.

"Still sore that she snapped at you?"

Ben pulled up his knees to his chest, grumbling into them. Gwen had kicked him out of the RV with the instruction 'not to come back until he understood personal space', which Ben thought was unfair, as all he did was sit beside her. It wasn't his fault that he'd grown used to being able to sit next to her without trouble, or that she was in a bad mood because she couldn't get the Omnitrix to work consistently-

He sighed. Grandpa noticed. Eyeing him carefully, the old man reluctantly opened his mouth again. "What's really bothering you, Ben?"

Ben considered not answering him, or making something up, but frankly? It would be nice if someone understood. He'd been banging his head against this problem for days, and Gwen had always told him that if he couldn't fix something himself, he should get help. At least now, she wasn't around to gloat over him actually listening to her advice. Which was entirely the problem.

"...she hates me." He muttered, miserably. It had taken Ben a while to put his finger on it, but the week since they'd defeated Vilgax had driven the point home. Gwen, this Gwen, utterly despised him. And Ben was still learning to deal with how much that stung, because to _him,_ she was still the dweeb he'd learned to rely on, to care for, and he'd gotten used to Gwen caring as well, under all that snark. This one… didn't.

Grandpa Max seemed slightly mystified though. "Unfortunately, yes. I was under the impression that that feeling was mutual, though." He asserted, mildly.

Ben snorted. He would've thought so too, before going back in time. They'd never stopped fighting after all, and friends didn't fight all the time, right? But compared to this Gwen, he had to conclude that his relationship with 'future' Gwen had been very friendly.

It wasn't so much in the things this Gwen said or did, but in all the things he'd come to expect that _weren't_ there anymore. This Gwen didn't look at him with trust and a fond sort of annoyance. This Gwen didn't let him voice stray thoughts and listen. This Gwen didn't let him sit beside her just to enjoy the company, occasionally going out of her way to explain some magic mumbo jumbo to him, using him as a sounding board. This Gwen didn't joke around with him, or understood half of the references he made.

This Gwen didn't take him by the hand to show him the steps of a dance. This Gwen would sooner break those hands at the idea.

"Not anymore." Ben mumbled, sulkily kicking a rock into the fire. Beside him, grandpa was silent, looking at him like he was starting to see the pieces of a puzzle fall into place. _Well, if that cat is out of the bag anyway... _Turning fully to the man, Ben's lips worked silently for a moment before he grit his teeth, forcing what he felt past his lips. "I miss her, grandpa. I miss Gwen."

Okay, that got him a shocked look he did not think he deserved. At his glare, grandpa crossed his large arms over his chest, closing his eyes, exhaling a breath. He was thinking, Ben knew, and the boy appreciated that for a change rather than wanting the man to hurry up. After a week of not being taken seriously about _anything _by Gwen, even if he had more experience with the watch she was probably fiddling with right now, being taken seriously by _someone_ was a comfort.

"She's still here, you know." Grandpa Max told him, and Ben felt a sharp pain shoot through his chest.

"No, she's not!" He snapped, suddenly angry, standing. Grandpa Max looked surprised at his outburst, but sod it, he needed to get this out.

"She's off in some different timeline, while I'm stuck here with you two!" He knew that he was yelling but he couldn't bring himself to care, or to stop, a week of confusion spilling out. "Stuck with a grandfather who's still weighing every word he says, wondering if he should tell me things I already know," Grandpa Max winced at that. Good, he should. "and a cousin who _hates_ me and I- And I-" He felt the energy drain out of him and sat back down on the log, dropping his head in his hands. He was_ not_ going to cry. He wasn't!

After he steadied his shaking breath, he continued, whispering. "I-I just want her _back_." He croaked, not caring that he sounded pathetic. It had taken him days to come to terms with it, but it was the truth.

A sudden warm embrace took him off guard, but he quickly melted into it anyway, burying his face in grandpa's chest. He wasn't crying, but it was a close thing. Still, he savored the comfort; he hadn't known he needed a hug this bad until he got one. One more reason to miss Gwen, he guessed. She was always very good at telling when he needed one, even if he squirmed while getting it.

"How alone you must feel..." the man mused and Ben grit his teeth. But he didn't deny it. He felt like he had lost parts of himself; like he lived with a stranger. Like_ he_ was a stranger. Grandpa hadn't changed much toward him over their three months on the road. Gwen? Gwen had changed a lot, more than he'd ever realized until he came back. And he wanted _her_ back but he couldn't-

"This Gwen isn't the one you love." Grandpa started, loosening his embrace and kneeling before Ben, placing a comforting hand on his shoulder. Part of Ben wanted to protest at the use of the word 'love', but he didn't have the fight in him. At this point, even he wasn't certain what his relationship with Gwen had even been. "But that doesn't mean that she can't be."

Ben looked at the old man, feeling confused. He knew what grandpa meant, but... "It won't be the same." Even he had to wince at the hurt in his voice. Grandpa squeezed his shoulder.

"No, it won't be. You have a head start right now, and you need to help her to catch up. But there is nothing stopping you from being her friend again. Who knows, given that you have that three months head start, you guys will be even better friends by the end of summer than you were." The old man shrugged. "Or you can just keep doing what you're doing. Seems to be working."

Ben shook his head vehemently. No, what he was doing now was _not _working, and another week of it would drive him nuts. And for that matter... grandpa was right. This was not the Gwen he knew, but it was still Gwen. He had a chance to be her friend, and for longer this time. He would be a fool to waste it. Taking a steadying breath, he nodded resolutely.

He missed his friend, and, one way or the other, he was getting her back.

* * *

Problem was, he had no idea how to go about it. His past (future?) bond with Gwen had evolved over time; they'd stumbled into it. It had been natural.

And he had no idea how to rebuild that bond without another three months of constant life and death situations. He tried being nicer, but it made her suspicious. He tried banter, but she'd take it personally and tear into him, and he really couldn't muster enough dislike to match her cutting remarks. And their neutral game was…

Ben dropped his head on the table, groaning. Across from him, Gwen looked up from where she was tinkering with the Omnitrix (again. One of these days, she was going to get it to lock up. He hoped she wouldn't be stuck as Stinkfly for a day…) and quirked a brow at him. "Did your last brain cell finally call it quits?"

Ben groaned. "Yes, the inspiring sight of your fumbling finally caused it to blow it's brains out."

Gwen snorted derisively. In his head, he could imagine Gwen teasing him for just getting overloaded at the sight of her awesomeness, which would get the ball rolling on that dispute-

"Please, even your brain cells have no brains to blow out, idiot." Ben wanted to sigh again. Not funny. No attempt to keep the conversation going. Just a hard kick to his ego to shut him down as quickly as possible, or send him off in fury. Before he could let that fury take hold of his mouth (or, more likely, just go to bed again because at least then he could pretend everything was still normal) grandpa spoke up from the driver's seat.

"Be nice, Gwen. By the way, kids, we'll be in Washington in a bit. Any ideas what you'd like to do?" He asked, smiling at them through the rear-view mirror. "And if you could decide _without _fighting, that'd make your grandfather very happy."

Gwen immediately shot up out of her seat. "There's this super cool exhibition at the museum of natural history! We gotta go see it!" She gushed. Ben grimaced. Last time they'd been there, after hours, they'd met Dr. Animo and tore up several blocks when they got caught up in his plot. What was it again? Resurrect the chicken? He remembered there was a bird in there somewhere.

Part of him wanted to guide them down the same route they'd gone before. He kind off knew the immediate future for some things at least, if he kept things mostly the same, there wouldn't be many surprises, which meant less of a chance of things blowing up in their faces. And that meant not going to the museum of natural history, and probably having another fight with Gwen. Great. Before he could open his mouth, grandpa butted in again, sounding _mischievous_, of all things.

"Actually, I think Ben deserves a pick me up after all the rough spots he's been through lately." Gwen spluttered at the not so subtle reference to all the rough spots _she'd _put him through. Ben grinned at her cheekily, knowing he held all the cards now.

"Hmm let's see, wasn't there a Sumo Slammer event…?" He mused. He thought that was one of the reasons why they'd had those special cards in the cereal boxes… man, that felt so long ago. Seeing Gwen squirm at his suggestion was it's own special brand of delight. He could vaguely remember liking it more though.

"Sumo Slammer event it is than?" Grandpa asked, eyes twinkling. "Are you _sure _about that, Ben?"

Ben smirked at his cousin, watching her sweat. Yeah, it still had it's appeal. But it was pretty clear that he was the only one following the steps of this dance, and that wasn't going to change if he didn't shake it up. His grin widened and Gwen sunk back in her seat, a groan forming on her lips.

"Nah, natural history museum sounds great. Let's dweeb it up."

He didn't know what he found more endearing, Gwen's shocked expression, or the delighted squeal that followed.

* * *

"I think I did the right thing." Ben remarked, dangling from the beak of a giant cockatoo on top of the Washington Monument. The bird made a befuddled noise.

"Yeah, I hear ya. Still ended up in the exact same, err, reverse, situation. But hear me out: I think scored _major_ brownie points today. That's gotta count for something, right?" And had he ever. Gwen's mood had been through the roof all day; not even the ungratefulness of the police for all the people she rescued from a burning building on their way to the museum could get her down. When they'd walked up to the entrance of said museum, she'd bounched in place, squealed, and actually _hugged_ him. It had taken all his willpower not to cheer right then.

It had made him giddy enough to actually listen to her as she gushed endlessly about the many exhibitions. He'd stopped bothering to read the information signs or pay attention to the guides; Gwen knew way more than either of those. He still didn't know how she could get so exited about all the details, or get exited about the exhibitions when she already knew everything about them, but her happiness had been impossible to resist once he decided that he was not going to rain on her parade. Maybe he should've tried that sooner; a happy Gwen was _way _more fun to hang with. He hadn't even noticed that it was time for dinner until grandpa had pointed it out, much to both their disappointment.

Not that pizza for dinner could stop Gwen from just continuing on about what scientists knew about various dinosaurs and their habitats, and he really hadn't wanted to stop her. If he were honest with himself, he'd admit that he actually rather liked it when she raved at him. It was one way to get her undivided attention, at least, so he'd kept the questions coming and she'd kept the answers coming and it_ worked._

Right up until a tyrannosaurus had blundered down the street during their pizza dinner (ha! He did pay attention when she explained the weird names!). Darn Animo and his timing. Gwen had been out of her seat so fast that she'd forgotten her backpack, so he'd slung it on as he followed. Retrospectively, he had to conclude that this ridiculous giant parrot was just attracted to the purple monstrosity, because _of course_ it snatched him up.

Cue, current situation. Still, he had a killer view. And was making new friends.

The bird made an amused sound and he snorted. "It wasn't that bad, actually."

Another sound, and Ben gasped, blushing. "Okay that is, totally out of line man!"

Down below, he saw the RV halt. If he recalled correctly, this was the part where the bird got up and started circling them, leaving his 'victim' stranded on top of the tower. Now, though, he just kept on dangling from the bird's beak. It didn't seem to care much that they had guests. Ben shrugged. Guess that's what a positive attitude got him. He whistled to get the bird's attention.

"D'you mind? We got butts to kick."

* * *

"_Why_ are we keeping the bird?" Gwen asked, exasperatedly across the booth. Ben looked up from where he was feeding the large white parrot on his shoulder, grinning. At least it was a manageable size now, after Gwen had soundly kicked Animo's ugly butt to the curb.

"Because grandpa's awesome like that, and me and Vilgax get along famously. Even if he did crap over my favorite shirt." He grumbled, glancing forlornly at the black t-shirt he was forced to wear as a result.

In the driver's seat, he could hear grandpa stifle laughter. He'd been _very_ on board with the naming choice. Across from him, Gwen rubbed her temples. He knew that habit: she kinda got what was going on, but hadn't quite grasped the _how_ of it yet.

"So you suddenly turn nice, manage to hold a conversation for longer than thirty seconds, and now you befriend a giant bird monster?"

"Hey! He's not that big anymore. And he's sensitive about it." Vilgax backed him up by hiding in his neck sulkily. "See what you did? Rude."

Gwen looked at him like he'd grown a second head. "Are we both this crazy by the end of summer, or is it just you?" Ben barked a laugh, finding that, for the first time that day, thinking of the Gwen from his timeline didn't hurt. The bird laughed along with him, which was _awesome. _"Dweeb, you are _ten times _crazier than me by the end of summer." And ten times cooler, but he kept that thought to himself. No need to inflate her ego that much. Then again, judging by the way her right eye was twitching, maybe a little positive reinforcement would be good.

"Thanks for the save when Vil accidentally dropped me, by the way." He told Gwen, sincerely. It still didn't come easy to him, praising her, but her answering smile immediately informed him that he'd made the right decision. She looked as happy as she had when he told her he wanted to go to the museum, and wasn't _that _a riot?

"What can I say, it's just what heroes do: saving doofusses." She quipped. He grinned, privately enjoying the double irony of her 'parroting' his words back at him from so long ago.

"Yup, I'd be a pancake without my dweeb." His brain caught up to his tongue a second later and he felt heat creep up his face.

Instead of freaking out about his choice of words, though, Gwen reached across the table and ruffled his hair, grinning. She snickered at his protesting sounds. "Oops, sorry freakazoid, I was aiming for the bird, but I got confused because of that bird's nest that you call 'hair.'" Her hand stayed in his hair for a moment longer though, and he looked at her, finding her looking back with a searching expression on her face before she quirked a small, shy smile at him.

"Thanks, Ben. You made my day."

He totally did not sit there gaping like a fish as she stood and went to prepare for bed. He didn't. Really. Shut up.

"What just happened?" He asked the bird on his shoulder. The bird laughed at him and that was _it_ darn it, he was renaming the blasted chicken 'breakfast.'

* * *

A/N: Guess you could say Ben **puts on sunglasses **found a wingman. Hope you all liked it. I always liked the idea of Gwen 10, and sorta wondered how Ben would actually cope with losing his Gwen. The bird was just the drugs kicking in. I regret nothing.


	2. Chapter 2: Body language

Disclaimer: I don't own Ben 10.

A/N: Sorry that it took so long to update; this chapter refused to play ball. Quick note: some of the reviewers and PM's have already pointed it out, and I did imply it, but in case you missed it: while the episode 'Gwen 10' is the fourth episode of season two, I've pulled my Ben back from way later, from the end of summer. That's why he knows about Gwen's magic and why he remembers the wedding. That's why Ben is so 'different' compared to usual: the Gwen he lost was one that had gone through numerous life and death situations with him, who went through 'Secrets of the Omnitrix' with him. I felt it would be a much more impactful loss that way, and more interesting to write.

* * *

"What?" Ben asked, looking at his cousin with a bewildered expression. The pile of Plumber tech he had pulled out of a hidden compartment in the RV bedroom lay forgotten on the floor before him, gleaming in the afternoon sun.

Gwen, for her part, didn't look up from where she was fiddling with the Omnitrix on her bunk, surrounded by notebooks. Her handwritten notes on the watch were neat, even if her sketches of the device were… less flattering. It was always heartening to see that she didn't have a talent for _everything_.

Gwen tried very hard to look and sound casual, but he knew enough to catch the slight hints of anticipation in her body language. They'd once stayed up far too late to tease each other about their many tells, as well as picking favorites. Her favorite had been when he rubbed the back of his head and averted his eyes, smiling, because it told her that he was thinking about how cool she was, but didn't want her to know.

His had been the one where she swayed on the balls of her feet, making a happy sound in the back of her throat. It meant she was holding back the urge to glomp him. Not that they'd ever _told_ each other the reasons behind their favorites. Ben kind of suspected that she'd known anyway. He knew he did.

"What was I like?" She asked again, trying very hard to sound relaxed, but instead coming off as vaguely constipated. He'd grown quite familiar with that strained way of speaking. They couldn't avoid grandpa's 'meals' forever, after all.

Focusing on the question at hand, Ben turned back to the tech he'd been sorting, attempting to sound equally relaxed. He liked to think that he pulled it off better, even if he knew he didn't.

"Why are you asking me? Just look in the mirror and listen to yourself talk and there you have it. Thought your big brain could've figured that out without my help."

It was an empty insult. His Gwen would've seen through it in an instant and probably find a more delicate way to approach this or drop the subject altogether, biding her time. This Gwen didn't. She scoffed, huffing out an angry breath. He could feel her gaze burn on the back of his head.

"You know what I mean, doofus! I wanna know about-" Gwen's demand was cut short by a green flash and a squeak, followed by the tell tale click of the Omnitrix locking up. Ben snickered.

"Told ya that would happen." He sang, putting down the long gun barrel he'd been inspecting. Good, but not quite thick enough. "You're gonna be stuck like that for a few hours at least..."

Turning to the bed, he slapped a hand over his mouth to hide his grin from the tiny Grey Matter Gwen sitting there, glaring daggers at him. At least it wasn't Stinkfly...

"Not. A. Word."

Suppressing the instinct to gloat more, to tease, even to just laugh, he merely mimed zipping his mouth shut before locking it with a key and throwing it away. Gwen relaxed slightly at the gesture, and he knew she was fighting back a grin- well, his Gwen would have been, at least. But he could pretend. Not rubbing it in her face when she did stuff like this was _hard_, because the Gwen from his timeline so rarely screwed anything up, apart from the occasional spell. It was almost cute, how comparatively clumsy this Gwen could be sometimes.

With the option of talking securely off the table for now, Ben turned back to his sorting, holding up a battery that he thought was still in good enough shape. Checking the charge, he noted that it was still full. Nodding to himself, he placed it on the pile of 'might be useful' items. Faintly, he heard the patter of small feet and saw gray and red in the corner of his eye.

"...what are you doing?" Gwen asked through grit teeth, sounding thoroughly pissed that she couldn't contain her inquisitive mind. He smiled to himself. Leave it to Grey Matter to be too curious to stay mad.

Ben turned to her with a cheery smile, making as if to answer, but instead his face morphed into frustration as his lips stayed glued together, unmoved by his prying fingers. After a few seconds, he gave up, shrugging. _Still locked dweeb._

Gwen hid a grin behind her small hand. "You're so lame." She giggled, and Ben wanted to snicker as well (and to cheer, because every laugh he got out of her was a small victory) but he had a role to play here. He gave Gwen his best puppy-eyed look, clasping his hand in front of him. She merely smirked evilly in the face of it, inspecting her (nonexistent) fingernails. "Nope, I think I like the quiet."

He mimed clutching his heart as he fell over dramatically. This time Gwen didn't even bother to hide her laughter. "Consider it a challenge." She continued, cheekily. "Let's see if you can explain it without using words."

Ben put a hand to his chin, miming thinking, before he snapped his fingers, jumped up (nearly tripping, to Gwen's ever mounting amusement it seemed, as she snickered at his clumsiness), before moving over to his bunk and pulling out a comic book, holding up the cover for her to see. Even as a Galvan, she somehow managed to quirk that sardonic eyebrow, eyes shooting back and forth between the tech and the comic.

"You want to build a Megaman Blaster?"

Ben nodded enthusiastically. He was going to need _some _way to not be useless, and he might as well look cool doing it.

"You don't have the brains to make that."

He pouted, eyes growing huge. She scoffed, before falling silent, thinking.

"...fine, I'll help you build one, _if_ you turn me back to normal afterwards _and_ tell me what I want to know."

Ben considered that for a second. Turning her back to normal was the easy part of that bargain. It was the 'telling' part that gave him pause. It still hurt to think about, and talking about her with, well, _her_ was its own bag of cats that could blow up in his face.

But, he had to concede, grandpa knowing more about the situation had only helped him, as the old man had gone out of his way to give Ben plenty of opportunities to better his relationship with Gwen, usually putting them in positions where Ben had a chance to do something nice for her. That improvement was probably the reason she was bargaining with him at all, rather than just running off to grandpa and demand he tell Ben to change her back.

That, and he knew he couldn't make this blaster on his own. He was going to need either grandpa's or Grey Matter's help in this, and he wasn't too sure on grandpa being on board with him building weapons…

Sighing he plopped down next to her in front of the equipment, nodding. Gwen grinned, her little form cheerfully jumping onto his crossed legs. "Alright, lets get this show on the road! Chop chop, assistant freakazoid! And start talking!"

Ben snorted, pulling the pile of useful items closer so she could reach them. "Does that mean I'm an assistant _called_ freakazoid, or assistant _to_ a freakazoid?"

"Question for the philosophers." She deadpanned. "Less sass, more answers." Snarky as her comments where, there was a smile in her voice.

Ben leaned back on his hands, grimacing, glad that she couldn't see it. He didn't want to answer anything, really, especially against Grey Matter, of all aliens. Gwen's brain was already terrifying under normal circumstances. But- He sighed. He'd promised.

"What do you want to know?" He asked, slightly weary. Gwen didn't pause from where she was piling the needed items together, tapping his leg when she needed extra reach for something, such as one of the barrels he'd discarded.

"Hold that up for me." She directed distractedly. "Well, you're pretty different from how you used to be. Not ridiculously, but still noticeable. And you said that I'm 'ten times crazier' than you by the end of summer. Am I really that different?"

Deeming the barrel satisfactory, she gave him a thumbs up and he placed it on the pile of items she wanted to use before she directed him at another thing to reach for.

"Yes and no." He answered, dropping the two Plumber guns she directed him to in front of them, snickering as she spun around and crossed her arms, glaring. The message was clear: if he wasn't talking, she wasn't working. Annoying, but fair. He held up his hands placatingly, grinning sheepishly.

She glared for a second longer before turning back to her work. Crisis averted, Ben tried to elaborate.

"You were kind of the same as you're now." He mused. "But you were more confident, less of a scaredy cat-" She pinched his leg, hard. He backtracked. "I mean you still have common sense now!"

"Example. Now." He had to wonder how she could still be intimidating when she was literally smaller than his head_ and_ seated on lap, but it really wasn't a surprise. It was still Gwen after all.

Ben thought for a second before he answered. "Remember that racoon that tried to eat you when you first turned into Grey Matter?" Maybe, he realized belatedly, not the most tactful thing to remind her off, as it had been him who'd put her in that situation.

"Yes." She hissed, still not looking at him but he could feel the glare all the same. He was so,_ so_ glad that she was a Galvan right now, because he was pretty sure she'd try to rip his head off if she wasn't.

"If I'd done that to the Gwen from my timeline, she would've beaten the crap out of that racoon. And then zapped me with a lightning bolt." He finished, not quite capable of keeping the note of fond reminiscence out of his voice, smiling despite an ache in his chest. He really did miss her...

A happy laugh tore him from his thoughts. "That's awesome!" Gwen cheered, jumping up. "I'm gonna be awesome!" Ben's smile turned into a grin. He wasn't going to point out that she already was, she just hadn't spent an entire summer proving that to herself, even if she'd already proven it to him. The small alien cocked her head. "Wait," She spun around, eyeing him oddly. "a lightning bolt? How would I do that? A taser?"

"Say, weren't you supposed to do something in return for this, squirt?" He asked, quirking a brow, feeling slightly better about the talk.

Gwen grumbled at his, but did sit back down. She directed him to grab a metal box and place it before them, put on the heat resistant gloves he'd left next to the toolbox at his side and to hold up one of the barrels for her. As he did, she pulled out a haphazardly made miniature blowtorch and started shaping the barrel so that it became shorter and thicker. As she worked, she spoke up again.

"Lightning. How?"

"Magic."

"I'm serious, doofus."

"So am I, dweeb."

She paused momentarily in reshaping the barrel, the process strangely not causing any sparks that would've required a mask. Gwen clearly wanted to turn around to look at him again, but instead proceeded to work. "What's next; werewolves are real too?"

Ben grinned sheepishly. "Actually..."

"I don't think I wanna know." Quite a feat for a Galvan.

Ben stopped himself from shrugging, as that would move the barrel. He settled for doing it mentally. "Suit yourself."

Comfortable silence descended as she finished reshaping the initially long muzzle into a shorter, thicker one. She pointed at a larger canister, about the size of his head, and he reached forward to grab it, nearly knocking her over, but she managed to cling onto his shirt. Pulling it to them, he held it to her for inspection.

"Strong enough… odd material though… probably a melting point of about… hmm." She trailed off before turning to look him in the eye. "Does it have to have a bulbous shape like the comic, or can I take some artistic license with the design?"

Ben shook his head. "No, as long as it fits well and works, I don't mind the changes."

"How very pragmatic of you." She droned. He grinned sunnily and she snorted with suppressed laughter. After a brief second of silence, she spoke up again. "What I don't get though, is why _you_ didn't learn magic."

Ben startled at the sudden change in subject, but he chalked it up to Grey Matter's brain. It was always more interested in sating passing curiosity than to maintain a consistent line of questioning.

He grimaced. "I couldn't. You need to tap into this thing called 'mana' to use spells at all. You taught me how to do that once, but it didn't mix with the watch. All it did was shock me with green lightning that made my teeth taste funny." And that had _not _been fun, amusing as his static hair had been to Gwen. It had gotten fun for him after he gave her an electric noogie though; she'd looked like a lit torch when her hair turned static like his.

Gwen turned around on his legs, giving him a considering look. "But you _do _know how to do it, right?"

Ben shrugged. "Yeah, but I'm telling you dweeb, you don't want to try it-"

"You're not wearing the watch anymore." She interrupted, eyeing him with a look that clearly said 'use your brain doofus or, so help me, I will smack you', despite her being gray and small at the moment. It was a look every version of Gwen knew. Heck, even Gwendolyn had leveled it at him, twenty years in the future.

So he did, and approximately two second later he smacked his forehead. The sound wasn't very satisfying with the gloves on though. Gwen made an amused sound.

"So you do have something going up there. That, if nothing else, tells me that you're not from this timeline."

"Rub it in, bainiac..." Ben muttered. "I'll try it later. _Alone_." He told her. Eager as he was to do so, he was quite comfortable where he was. And if he accidentally zapped himself again, at least she wouldn't be there to laugh at him.

She poked out her tongue at him, but seemed satisfied overall with her small victory. Turning away again, she grabbed one of the regular Plumber guns he'd pulled over, before discarding it in favor of the one with a shorter barrel and a much tougher look to it. And a larger battery capacity, Ben noted. Nodding, Gwen put it to the side, clearly intending to meld the three items she'd gathered later.

First she had to figure out the wiring it seemed, as she reached for a lot of things that Ben didn't even know the name off and started disassembling them. They'd reached the point where he couldn't keep up anymore, so he just leaned back on his hands, contend to watch her work.

He took the opportunity to just enjoy the company. His memories were a bit fuzzy around the edges, things from the last weeks of their trip being a bit more 'snapshot' while things earlier in their journey seemed to gain more clarity as he approached them in this timeline. But even if he was not entirely sure of some of the things that had happened in the last few weeks, he knew that by that time, he and Gwen had often sat together like this. Working on her magic, fiddling with the watch, just hanging out-

He'd missed that. He was glad to have it back, if only for a while.

Gwen's voice stirred him from his musings some ten minutes later. "So, aside from awesome and magic, what was I like?. I mean, you're pretty… different towards me these days." Was that a hint of happiness he detected in her voice? _Sweet_. "What was I like to you?"

Ben shrugged. "I guess you kind of acted like how you act with your friends around me." Ben figured that was the closest thing they had to a reference point here. Not that he had much of an idea of how she acted around her friends-

Gwen's small back stiffened, however, shoulders hunching, mood shifting abruptly. But she didn't speak, didn't turn around. She just continued to work but Ben knew he'd stepped in something. Big time.

...maybe she didn't like the idea of being friendly with him? He winced. It stung to think that, but it wasn't impossible either. This Gwen had only started warming up after their visit to the museum, four days ago, after all. He might as well be a familiar stranger.

But every cell in his body was screaming that that wasn't it. He knew the signs of Gwen's discomfort, of her distaste, as well as he knew the signs of her happiness. This wasn't any of those, but he couldn't quite pinpoint it...

Taking off the gloves, he reached into the utility case to pull out a thin screwdriver. Gently grabbing hold of her with one hand, he tapped the Omnitrix mark on her back on three precise locations before, on the last tap, he kept it pressed to the mark, slowly dragging it in a full circle, clicking sounds following it around until he reached the top of the circle again. Gwen dropped the tech she'd been working with, still taut, but she didn't struggle or comment.

That was worrying in and of itself. With a final tap, the Omnitrix flashed and he had regular Gwen sitting in his lap. Whereas he'd held her tiny shoulder to keep her steady as he unlocked the alien device, at their current height difference his hand rested on her waist, close to her hip. He paid it no mind. With Gwen being herself again, she was immediately easier to read to him.

Hurt. The emotion he'd been looking for was hurt.

"Gwen?" He asked, tentatively.

Silence reigned for a moment longer before she muttered "I doubt that.", before standing up and walking around her to walk to her bunk with stiff movements, throwing all of her notebooks off it with a rough, angry movement, before she flopped down on it, burying her face in her pillow.

Ben watched her for a moment, but she didn't start shaking. Didn't cry, though he knew it was a near thing. Momentarily, he considered leaving. It's what he would have done in the past… which was probably a good idea to do the opposite. At least for now.

He stood, legs popping from sitting in the same position for so long, and slowly made his way over to her cot, sitting down on it, facing outward but still next to her. He felt the mattress shift as she grew stiff, and heard her groan into her pillow. "Leave me alone, Ben."

He knew he should. Gwen wasn't up for it, he wouldn't be getting anywhere. Heck, he'd probably make her madder at him. But he needed to try, even if only to show that he wanted to. So that she knew that, when she calmed down, she _could _come to him, if she wanted to. Mind made up, he placed a hand on her back.

"What's the matter, dweeb?"

She reared up to glare in his face, a tearful glare, at that. "I don't _have_ any friends, happy?!" She snapped and Ben froze, sure he'd misheard.

"What?" He asked, slightly dazed, because it was_ ridiculous._ Gwen was the smart one, the athletic one, the won all the trophies, that-

The one that had never had a birthday party that wasn't crowded with family.

"So I doubt I acted like I do 'with my friends', around you, got it?" She finished, with no small amount of bitterness. "Now will you please leave. Me. Alone?!"

His ears rang, not from her shout, but from the realization that, had he been his past self, he _would_ have laughed right now. He would've teased, would have gloated because hadn't he always said no one liked her? He wouldn't have cared that he was hurting her. And he certainly wouldn't have known Gwen well enough to see that, under all the anger in her eyes, there was a _loneliness _that felt achingly familiar to him.

And now she was still glaring at him, holding back tears, asking him to leave while outright _expecting _him to mock her instead. It made him want to learn magic for the sole purpose of traveling back in time _again_ so he could strangle the little twerp he used to be.

So he didn't mock, but he didn't leave either. Not yet. Instead, he reached over and pulled her into a hug. It was awkward because she was still lying down and because she tensed so much that he thought she might burst, but he didn't let that deter him from giving her a tight squeeze.

He pulled back just as quickly though, smiling sheepishly at her shocked expression. _Yeah, you and me both dweeb. _There was a myriad of emotions swirling around in her eyes, confusion having replaced loneliness as the dominant one. Not good, by any stretch, but still an improvement, and he'd count it as a personal victory.

"Thanks for the help on the blaster, dweeb." He told her, hoping his smile was enough to convey that it wasn't an insult, not to him, not anymore. "And I'm sorry." Not just for accidentally spoiling her mood, but for throwing the tangled bag of cats that was well, _him _at her, and for years of calling her unlikable when he knew better than anyone that she was amazing.

He hoped she understood all that. His Gwen would have. But he didn't stick around to find out as he quickly made his way out of the backroom. He'd bothered her enough for one afternoon.

* * *

"Not that I don't appreciate the help," grandpa Max started from where he was stirring pasta, two hours later, smiling that annoyingly understanding smile. "but why _are_ you helping me prepare dinner? Did Gwen kick you out again?"

Ben snorted from where he was minding the worms in the pan. "I'm here to ensure that the worms are actually dead and crispy before you serve them. And no, she didn't kick me out; why do you always assume that?"

On grandpa's shoulder, Vilgax squawked sceptically.

"No she didn't, I left because I wanted to!"

Another squawk.

"Okay, so maybe she asked me to leave-"

Smug feather rustling.

Ben pointed a threatening finger at the parrot, glaring daggers. "Watch it bird, or I'm mixing you with the worms." He only got a distinctly unimpressed look from the avian for his trouble. Grandpa laughed. Traitor.

"So, what did you do to make her angry with you?"

Ben winced. Was it really that obvious? Because he liked to think he was better at hiding things than Gwen was, at least. Then again, when had he ever beaten Gwen at anything, other than being awesome? "I _may_ have accidentally reminded her that she's basically friendless. She didn't take it well."

Vilgax squawked indignantly, but Ben waved him off. "You don't count."

In response, the bird flew from grandpa's shoulder to the back of the RV. Ben sighed, pinching the bridge of his nose. It was a habit he'd picked up from Gwen, and he had a feeling he'd be doing it a lot this summer. "Did you know?" He asked his grandfather.

Max absently added some salt to the pasta. "I know everything. That's the point of being a grandpa." He remarked, simply. Ben scoffed.

"Well, I didn't. Bit of a shocker to find out that all those years of calling her a 'boring teacher's pet that no one likes', I was actually hurting her." He stirred the worms with a wooden spoon. They were starting to look pretty good, kinda like meaty french fries...

"I thought the _point_ of both your insult sprees was to hurt." Grandpa responded, mildly. Ben winced. That... wasn't wrong.

"...alright, I regret that, and I don't want to do it anymore. Happy now?" He responded, grumpily.

Grandpa Max smiled to himself. Ben couldn't blame him. The man had been trying to get them to play nice for years, so he was probably having a blast right now. "Why are you so surprised that she has difficulty making friends?" The old man asked, giving him a hesitant look. "You're… not too good at that yourself, after all."

"That's just it!" Ben yelled, throwing up his arms in exasperation, turning to his startled grandfather in full. "People don't like me because I'm rude, impulsive and grow bored of them in three seconds. I get that! But Gwen's smart, polite, patient, and actually knows what she's doing most of the time!" And pretty nice to hang with, he had to admit, recalling their day at the museum. Ben crossed his arms with a huff. "I thought that school of hers was supposed to be full of really smart dweebs like her, but they must be really stupid if they manage to miss all of that." He grumbled.

Grandpa eyed him with a strange mix of pride and bemusement, a smile back on his face. "You didn't used to like those things about her." He pointed out, and Ben was struck again that while this might all make sense to _him, _both grandpa and Gwen were still figuring out who he even was. He squelched the feeling of loneliness that spawned- he had better things to worry about.

"Yeah, well," He rubbed the back of his head, smiling faintly. "you learn to like those things more when they save your life a hundred times."

Grandpa smiled widely before looking past Ben. "So what do you make of all that, pumpkin?" He asked, eyes twinkling mischievously and Ben felt his blood run cold. _Sneaky son of a- _He spun around and spotted Gwen standing just a few feet behind him. She wasn't looking nearly as smug as his Gwen would've, though. No, the look on her face was… touched? The bird on her shoulder was compensating for her lack of smugness by giving him the smuggest look in the galaxy though.

Ben smacked a fist into his open palm, cracking the knuckles, glaring at the bird, because he knew the blasted chicken had brought her here on purpose. "Oh it's on now, bird-brain."

The evil bird merely ruffled its feathers imperiously. Grandpa laughed, heartily, before he patted Ben on the shoulder as he moved past him. Vilgax hopped off of Gwen's shoulder and onto grandpa's. "C'mon Vil, let's give these two some privacy." He snickered as he merrily toddled off to the back of the Rustbucket. Ben watched them retreat with a glare.

"We should never have named him 'Vilgax.' I'm pretty sure the squiface's soul has taken up residence in there. I say we off the bird before he kills us in our sleep." Gwen didn't respond, so he reluctantly pulled his gaze from the empty passageway to focus on the dweeb's face. It still held that strangely tender expression. Ben felt his face heat up and he averted his gaze to the floor again, rubbing his flushed neck.

"...how much did you hear?" He mumbled.

He could hear Gwen shift on her feet. "I came rushing over when the bird came to get me." She confessed, sounding slightly sheepish. Ben swore inwardly. That meant… yeah. She'd heard all of it. Peachy. How was he ever going to snark at her if she knew he didn't mean it?

Two small feet entered his field of vision, and he slowly inched his gaze up to meet hers. She looked kind of nervous, biting her lip, but also kind of happy. Now it was her turn to avert her gaze from his stare, though. "I… I always kind of assumed that you were the popular kid at your school." She confessed.

_What-? Ah. _He'd mentioned that too, hadn't he? Odd, that she'd focus on that topic, but perhaps she just didn't want to risk him denying what he said if she pressed him about the flattery. Ben grinned cheekily, hiding his discomfort. "What can I say, I just have one of those faces that make people say 'bet he's popular.' But nah, those boring losers at school can't keep up with this much awesome." He asserted, jabbing a thumb at himself and Gwen rolled her eyes. She wasn't buying it. Had he always been this easy to read?

A moment of silence later, she spoke up softly. "I guess we both suck at people, huh."

Ben laughed, humorlessly. "Yeah, we kinda do." He waved her off. "Ah, who needs em? We're way cooler than they are; I mean, we're super heroes!." He declared, striking a heroic pose, fists on his hips and puffing out his chest. Gwen didn't allow herself to laugh, but he could see her shoulders shake from the effort to suppress it. He grinned, shrugging. "Besides, you get used to being alone. It's not that bad."

Gwen eyed him for a long moment, cocking her head. It was a look he knew; she was putting a puzzle together in her head. Strange. That puzzle had rarely been_ him._ "I guess that's true." She agreed, slowly. "You do get used to being on your own."

She said that, but he could hear in her voice that she really rather wouldn't be. And he kinda got that. Ben enjoyed company, but he was pretty great at being on his own. Most of his hobbies were easy to do by himself for just that reason. It still stung a little, when everyone at school was just having fun together and he felt like he was just tagging along, but he got by.

But ever since coming back, he felt that loneliness pretty acutely. If Gwen felt like this all the time, it was little wonder that she was so tense about it. The silence stretched and Ben wet his lips, mouth moving for a few seconds before he managed to find words again. Because maybe, he could at least help them a little with that.

"Wanna be..." He swallowed. "Wanna be on our own together?"

Gwen looked at him oddly for a second before face-palming, probably at the paradoxical words. But she was smiling and the eye he could vaguely see peeking from behind her hand was happy. He was even charitable enough not to point out the tear shining in it.

She swayed on the balls of her feet, a happy sound coming from the back of her throat. "Yeah," She responded softly. "I'd like that."

* * *

A/N: I'm gonna earn that friendship tag before I earn that romance tag, fair warning. Hope you all liked it. Sorry for any mistakes I've missed.


	3. Chapter 3: Being nice

Disclaimer: I don't own Ben 10. Vilgax the parrot is mine though **laughs in cockatoo**.

A/N: Alright so one thing I never got about OS is the route they're taking through the USA. Seriously, episode two is in Washington, episode four is in what looks to be the western deserts judging by the scenery, episode seven is in New York City and episode eight is, by all appearances, _again_ in the western deserts. On the same note the season finale of season one is in Dakota while the season two finale is, again, much further east, being at Niagara Falls. Now while Max would totally be the sort of person to just drive straight through the night on nothing but coffee and questionable sources of calories, I think its just simpler if I take a more 'straightforward' route for this story, so for now they are still meandering in the eastern parts of the USA.

* * *

Ben inhaled a deep breath, the evening air filling his lungs. The sky was still a faint blue overhead, but the forest clearing around him was dark, illuminated only by a few stray fireflies. Romantic, Gwen would've called it. Too bad he only had the bird for company.

"I'm telling you, you should go back to the RV."

Lazy feather rustling was the only response he got from the avian sitting at the edge of the clearing, perched on a fallen branch.

"Seriously, when Gwen first used her mana, she nearly electrocuted all of us and short circuited the Rusbucket. Not fun."

Vilgax responded very maturely by taking an apathetic crap on the forest floor.

Ben sighed, rubbing his temple. "Fine. But if I explode, I'm taking you with me."

The look the Bird sent him clearly said 'I'd like to see you try.'

Ben waved him off, taking another fortifying breath and closing his eyes. He'd done this before, even if it'd ended with him getting zapped. But he'd had Gwen to talk him through it and a magic spellbook in his hands to help make him aware of his mana. Lacking those, he tried to recall her instructions, losing himself in the memory as his minds eye took him to another clearing, this one surrounded by pines.

There was fog in the air, the sky gray and overcast, draining the world of color. Except for Gwen; there wasn't a thing on the planet that could make that hair look dull. Plenty of things that could make it ridiculous, but never dull.

"_Pull your focus inward, doofus. __You need to pull this one out of your soul.__"_

He hadn't even known what that meant, exactly, nor was he particularly fond of what it implied. Reflecting was never his strong suit. Neither was sitting still. Both just made him tired.

"_I focused on my breathing when I first did it. __Maybe that'll work for you; give your brain some much needed oxygen while you're at it.__"_

Breathing worked for Gwen. Gwen was lightning. Gwen was the short burst of power, of anticipation in the air before a lightning strike. Gwen was the quiet before the thunder roared. Even if magic itself had no elemental basis, mana did, and Gwen had always been able to smell when a lightning storm was coming. It had been the one reason why she'd gotten over her fear of thunder quicker than he did when they were younger.

He'd tried that, but it hadn't suited him. Ben had never been lightning. He wasn't a sudden burst of power, but a steady beat, one that pulsed and flared. Constantly. Sharing that sentiment with Gwen, she'd told him to focus on his heartbeat instead.

_That_ had slowly drawn him inward, and it did again now. Feeling the world fall away, this time not in memory but for real, he felt water engulf him. Ben opened his eyes to find himself at the bottom of a lake, the sun filtering down from above. The water did not bother his breathing, nor did it press uncomfortably down on him. But it was omnipresent, damp, and quiet. So very quiet. He hated it. He looked up to the surface far above, seeing the rippling of raindrops and wind tear at at it, and yearned to be up there. To dance in it, to scream louder than the wind- anything to not be in this oppressive quiet.

Ben didn't like the silence. It reminded him of boring days, of the stillness of his room whenever a game was done or an episode of a show had ended and there was no one to talk to and he realized that sometimes being alone _wasn't_ fun-

He shook his head, the motion feeling as real in here (in his soul? Was this his soul? He hadn't asked Gwen last time. He hoped it wasn't. It was depressing) as it did in the real world. Turning his head down to scan his surroundings, he noted the differences quickly enough. _Before_, the lake had been full off roots, limbs from the Omitrix, twined through every bit of him, an atom-thin string that connected all his cells to the device; even to _here_. In a way, it was terrifying to think how entwined he'd been with the watch. It almost made him glad that he didn't have it anymore.

Almost. He still missed it. It had made him worth something, good for something. But of course he'd lose it, and of course Gwen would be better with it than he ever was-

He shook his head again, snarling. He needed to get out of here. Introspection always made him feel like crap, and wandering around in your own soul was the definition of that.

Lacking the roots that had snagged at him a million times before, he quickly spotted the rock sphere rising from the bottom of the lake, the water around it strangely murky where the rest of it was clear. He stepped towards it, feeling like it took forever to reach the stone, but when he got to it it felt too soon.

Reaching through the murky bits of water, he placed two hands on the sphere, feeling it pulse in time with his heart (and he wasn't going to contemplate how that even worked in here; this was weird enough already). He closed his eyes. Last time, this was as far as he'd gotten. Last time, this had send jolts of lightning and fire racing up the roots, jarring him right out of this place.

He cocked back his right hand, eyes snapping open, and struck, fist colliding with the rock. It shouldn't have done anything. His fist was small, his arm weak. But the rock face cracked where he struck, orange light spilling out through it and he felt a jolt of pleasant heat race up his arm. Pulling it back, he saw that his lower arm pulsed with the same orange light now, flames lazily trailing up his arm; flames that didn't burn. Ben grinned. This would be enough to cast a spell, he could feel it, but Gwen's instructions rang in his head, clear as if she was standing right behind him. He could almost see her from the corner of his eye.

"_When you grab it, you need to pull as much of it to the surface as you can." _She'd told him, holding up finger, full lecture mode. _"If you don't, it will retreat into it's shell again and you'll have to do this again every time you reach for it." _

He cocked his hand back again and struck another time, causing the cracks to expand further, feeling the water evaporate around him, slowly, an expanding bubble of dryness overtaking the lake floor.

"_Tear down the shell. You'll feel better afterwards." _

And he did. Oh he did. With every crack, he felt the orange light race through him. This wasn't like the Omnitrix; it wasn't an alien power that he just happened to wield. This was his.

He struck again, and distantly noted that the water in the lake had evaporated completely, living him at the mercy of the wind and rain, both carrying the fire with him as they touched it. Ben grinned, feeling his pulse race. Yes. This was _much _better.

With one final strike, the sphere collapsed entirely, and the warmth burst forth in one bright explosion of light.

* * *

Hearing the beeping that told her the Omnitrix was about to give up, Gwen pulled herself from the blaster she'd been merged with. Not even a second after Upgrade (as Ben had dubbed the form) pulled off of it, she returned to normal in a flash. She grinned despite that though, holding up the deceptively light blaster to the light, inspecting her handiwork.

It had taken a few more rounds as Grey Matter, and two rounds with Upgrade, but she'd managed to make the darn thing. It still had a pretty limited amount of shots in it, relying on what batteries could be worked into the design, but perhaps they could figure something out later. It would definitely get the job done though.

"Oh yeah, who's the brains of this operation?" She celebrated, fitting the blaster over her right hand and lower arm before tapping a small button at the bottom, near her elbow. The device instantly folded in on itself, taking all of a second to transform into a silver bracer that fit snugly around her lower arm. Her grin widened. She hadn't needed to add that little something, but it occurred to her on her second stint as Grey Matter that she_ could_. And if the idea was for Ben to have some means of defense, he needed to be able to carry it around like she did.

Sure, she could've stopped working on it. Ben himself had cut her time with it short three days ago, and he hadn't offered up any new information for her to get her to work on it again. But at that point, it had already become a matter of principle. That, and doing something nice for the doofus for the sake of it was something she could manage. He did it often enough for her these days. Even if a large part of her was still flabbergasted about both those things.

Rising to her feet, she walked through the Rustbucket and out its door, finding grandpa lounging in a sun chair, enjoying the cool evening. Without Vilgax, for a change. Odd. Usually the bird was with him. He noticed her, and immediately spotted the bracer, quirking an eyebrow. "New fashion trend I've missed?" He asked, eyes twinkling.

Gwen grinned back, giving his shirt a look askance. "I think you missed more than one." She giggled when the old man clutched his chest in mock hurt. She didn't have to look far to find where Ben got his dorky sense of humor. Tapping a button at the top of the bracer, it unfolded into the arm blaster, the gun handle hidden within the machinery fitting snuggly in her open hands. She smirked a his surprised look.

"That's quite the weaponry you've made there." He remarked, sounding more weary than impressed. "Why do you need it, though?"

Gwen felt an embarrassed flush spread over her cheeks. "It's not for me." She muttered, and just like that grandpa's morpehd into a smirk. "Don't say it." She warned.

"Aw, Gwen-"

"Don't you say it!"

"-that's so _sweet_ of you."

She groaned, nearly face-palming herself with blaster. "Not sweet. I am _not_ sweet! It's just tit-for-tat. He's been nice, I can be nice too."

The old man laughed at that. "And this has nothing to do with you two being friendly now?"

Gwen scoffed, but there was no heat in it. Nor did she deny her grandfather's words. Silence fell over them for a few long moments before Gwen turned her head and opened her mouth, only to shut it several times before she finally found the words to ask what she'd been wondering for a few days now.

"Am I really his first…?" She asked, not quite daring to say the word 'friend'. It was still weird. And it hadn't exactly gotten less weird when she realized, only moments after her and Ben had agreed to be friends, that she didn't have a clue on _how_ to be friends with anyone.

She was pretty sure it meant not trying to tear the other's head off, verbally or actually, so whenever they'd talked over the last few days, it felt like walking on eggshells. Before, she hadn't cared that she was inadvertently hurting him. Or pushing his buttons. Especially the last few weeks; he'd basically been a stranger to her, and she'd needed to get to grips with this new Ben just as much as he seemed to need time to figure out 'old' her. She hadn't cared about him then.

But it turned out that while 'future' Ben was every bit as obnoxious and rude as he'd always been, he was also pretty neat. At least to her, of all people. She wanted to see where that could go. She didn't want to screw this understanding between them up.

Which hadn't made actually being friendly any simpler. She wanted to talk, to get along, but all her instincts were telling her to do as she always had. And that… wasn't being friendly.

Grandpa Max snapped her out of her musings, eyeing her cautiously. "Why are you so surprised about that? You know yourself how hard it can be." He reached over to give her shoulder a squeeze and she smiled to show that he hadn't inadvertently hurt her and squeezed his hand because he cared. He always had.

How many times had she taken a detour after school, just so she could go cry to him instead of going home? She loved her parents, she really did, but her father expected her to fend for herself and her mother never understood why she even _wanted _to get along with the kids at her school.

Grandpa understood. But clearly, she wasn't the only grandchild he had that had trouble fitting in. She turned her head to the dark treeline, where Ben had disappeared into a while back.

"I figured, since he was always the opposite of me, that if what I was doing wasn't working, what he was doing _had _to be working." She turned her gaze back to her grandfather. "He's always so lively, always so laid-back. I figured that me not liking it was just because _I'm_ weird." But it turned out that was one of the few things that she was normal in. Funny that. Being normal for once didn't feel that good at all.

"Your cousin," grandpa started, retrieving his hand and sitting back in his chair. "well, he's better at hiding it, but-"

A loud explosion cut the old man off, the bang followed by a gust of air and a distant, glowing mushroom cloud. Both her and grandpa were running within seconds, and Gwen was not ashamed to admit that the panic she felt had very little to do with fear of what that explosion was, but everything to do with the fact that the stupid doofus was in the forest and if he'd gone and gotten himself killed she was going to kill him!

Reaching a clearing with a smoldering crater, she was surprised when a blur of white flew at her, landing in her arms, scratching her the forearm that wasn't shielded by the bracer in its panic. "Vilgax?!" At the sound of his name, the bird calmed a little. His tail feathers were slightly singed, and the avian puffed out some smoke, but he seemed fine otherwise, if frazzled and very pissed off. Meanwhile, grandpa had made his way to the edge of the crater and gasped, drawing Gwen's attention.

"Ben? Are you alright? What happened?" Worry spiked through Gwen. Had he hurt himself? Had another meteor crashed near them? Had he been attacked? Was he still breathing-?!

"I fell from heaven. The landing was rough."

Gwen breathed a sigh of relief. He was alive alright. Turning her gaze to the crater as he made his way out of it, she spoke. "Judging by the fire and brimstone, pretty sure you came from the other... place..." She trailed off, feeling heat creep up her face.

It wasn't because of the bruises, even if he looked like he'd taken a bear on in a fist fight. It wasn't the lobster red patches of skin either, even though they looked like they stung.

No, it was the fact that she could see _all _of that and that was _way _more than she'd ever wanted to see of her cousin, thank you. Ben didn't seem to notice his lack of clothing, instead giving her an angry look. Or, more specifically, the bird. He clutched his hair in frustration.

"Really?! I take out half the forest and the blasted chicken lives?!"

Vilgax only squawked, ruffling his feathers as if to say 'told you so.' Gwen cleared her throat, averting her eyes, pointing at Ben. "Yeaah, and you know what _else _you took out?"

She didn't see Ben's moment of realization, but the way he cursed up a storm told her more than enough.

* * *

Peeking past the pages of her book surreptitiously, Gwen peered at Ben on the other side of the booth. Wearing jeans that actually fit and a regular black t-shirt, she hardly recognized him. The scowl on his face was familiar though, even if it had been a while since she'd seen it. The muttering wasn't new either.

"Survives Vilgax, survives Kevin, survives freaking _space- _but magic? Oh no, that's where the blasted thing draws the line-"

Gwen was torn between reaching out to pat him sympathetically, rolling her eyes and laughing uproariously. She got it. He'd liked the shirt. They'd been through a lot together, including no small amount of sweat, she wagered, but it was still just a shirt. Not that that seemed to matter much to Ben- he'd been sulking ever since yesterday evening. And looking very agitated. When grandpa had asked him about it, he'd curtly told the man that he felt like 'there was fire under his skin.'

Though, that could also just be the burned patches of skin. Or the bruising. They weren't helping his mood, and as she watched him squirm as he found that, once again, _no _sitting position was comfortable, she had to concede that _that_ was actually a legitimate reason to be short-tempered. That problem had kept him up for half the night, after all.

Gwen was used to Ben being angry. She wasn't used to feeling like she had to do something about it though. Friends helped each other when they were angry or sad, right? She should help him. She was sure she could think of something.

She couldn't.

Vilgax squawked, breaking the tense silence of the RV and Ben snarled, making to get up before grandpa's voice cut through the RV. "No taking it out on the pet!"

"Oh c'mon! It's evil and you know it!"

"That's beside the point, young man!"

Ben exhaled an angry breath and sat back down- was that steam coming off him? Leaning in, momentarily ignoring the boy's heated glare, she was shocked to find that it was. Reaching out, she placed a hand on his forehead- and immediately retreated it as it felt like touching a water boiler. Turns out he hadn't been joking when he told her that his mana was fiery.

"What is it, dweeb?" Crap, she was still looking at him. She had to say something. Something nice. Neutral? Anything just-

"...sooo" She started as they passed through a tunnel. "does that happen every time, or did you screw up?" She immediately kicked herself mentally and slapped a hand over her mouth, a sentiment that was reinforced when Ben's fierce glare darkened, the bruise on his face twisting nastily. She braced herself for an outburst when he inhaled, shrinking in on herself. Inwardly, at least. She wasn't about to show it. But while he looked ready to burst, he instead took a steadying breath and stood with agitated movements.

"I'm going to bed." He growled, stomping past her. She managed to maintain her composure, even roll her eyes at his antics, but the second he was out of sight, Gwen did allow herself to slump, stifling a groan. _Real smooth, Gwen. Aren't you supposed to be the smart one?_ She placed her book on the table and got up herself to go sit in the passenger seat next to grandpa, shooing Vilgax from the seat. The bird instead sat down between them on the floor.

They sat in silence for a long moment before she spoke up. "I suck at this friendship thing. Does it have an instruction manual?"

Grandpa Max laughed knowingly. "Afraid not, sweety. And he's not great at it either, so don't let that slow you down."

"I just-" She exhaled in frustration. "I have no idea what to do!" She yelled, arms waving frantically. Vilgax mimicked her from where he'd perched on the floor between them, waving his wings around. She was sure he was mocking her. "I want to help, but it's like petting a landmine!"

Grandpa laughed again, and she glared. "Stop laughing! It's not funny!"

"Pumpkin, I've spent the last ten years watching you two make each other mad; literally since you were born. And now both of you are trying to make the other happier." He told her, quirking an amused brow at her. "You'll have to forgive me, but I'm loving this."

...okay, it was pretty ironic when he put it that way. Gwen crossed her arms with a huff. "Well, glad that our train wreck of a friendship is amusing you."

"It's not that bad, Gwen. Friends have spats all the time." He gave her a sly look. "Want my advice? Just do what feels natural to you." Gwen blew out a frustrated breath.

"That's what I always do, and it's never gotten me any friends before!" And she was not bitter about that. Not at all.

Grandpa Max eyed her with amusement. "It got you this one." He grinned. "And I have it on good authority that it got him hooked in the other timeline too."

..._wait, what?_

"Ben said that?" She wondered, flabbergasted. Because she was pretty sure that wasn't how friendship worked- but then, what did she know?

Grandpa nodded, turning the wheel for a left turn. "Yes. Seems you don't need to be sweet to be nice."

Gwen hummed at that, taking in the words. Glancing at the brazer still on her arm, she contemplated for a long second before nodding to herself. Getting up, she looked down at the bird on the floor. "Come on."

Vilgax seemed more than on board with the idea, as he hopped onto her shoulders. Giving grandpa a thumbs up, she marched to the back of the RV, quickly spotting Ben trying to get comfortable on the bottom bunk, seeming to not care that it was hers this week.

It wasn't working. Between the bruises and the burns, he was twitching all the time. _Taking care of that first. _

Snapping her fingers, Vilgax let out a loud screech that immediately caused Ben to shoot up, hands covering his ears.

"What the hell-?!"

She stepped forward to tower over him. She could hear Vilgax spread his wings on her shoulders, adding to the menacing effect. She liked the bird, she decided. He was great back-up, scratches aside. Ben seemed less than amused.

"Oh great," he spat. "My two favorite things in the world. To what do I owe the pleasure?"

She suppressed the twinge of hurt at his words. He was just angry. At least, she hoped that was all there was to it. "You can use magic now, right?"

He continued glaring at them, but nodded, the faintest twinge of confusion flickering in those emerald orbs.

"Can you heal yourself with it?"

"I'm not using magic anytime soon, dweeb-"

"_Can _you?"

Ben grit his teeth. "Yes, I know the spell. Gwen had to use it a lot. But I'm not using my mana, I nearly blew myself up last time!"

"Bottling it up isn't doing you any favors." She remarked, eyeing the steam coming out of him with every breath. "Heal yourself." She told him. He stood from the bunk to growl in her face, heated breath ticking her eyelashes.

"Yeah, how about 'no', freakazoid. No way am I doing that again-"

She tapped a button on the brazer, unfolding the blaster and leveled it at him, quirking a brow. He simply glared back.

"You wouldn't." She really wouldn't. She knew that. He knew that. That wasn't the point though.

"Try me." She smiled, all teeth.

He grit his teeth, clenching his fists at his sides. "This is why you don't have any friends, dweeb." He hissed and _ouch. _She tried very hard not to show how much that one stung, channeling her hurt into her grin, sharpening it further.

"Not the best thing to say to the girl holding the blaster, doofus. Heal yourself."

A moment of tense silence passed before she could see something flicker in his face. Regret? It looked like it… He exhaled and closed his eyes before steadying his stance.

"_Sarcio_." He declared, his voice layered and she could feel the air thrum with heat, followed by an orange glow engulfing all of him, before it shifted into green, similar to that of the Omnitrix but much darker. It reminded her pleasantly of new growth in spring. Seconds trickled by until a little under a minute later, the glow faded, and tha face that stared back at her was was no longer bruised. And no longer breathing steam. He was still glaring daggers at her though.

"Happy now?" He grumbled.

"Very." She deadpanned, voice cold. Part of her was satisfied that it had worked… but it had incidentally been the most vicious spat they'd had in a while. Folding the blaster back into the bracer, she took if off and tossed it on the bunk behind him, never averting her eyes from his. "It's got enough juice for five shots. After that, recharge it."

She took a quick step back and spun on her heel, marching back the way she came, falling back in the booth seat she'd vacated earlier, leaning her head against the window, feeling drained. Vilgax flew onwards to settle in the passenger seat again while grandpa called from the front. "Did it work?"

Peering at the passing scenery, but not seeing it, she closed her eyes. "...yes and no." She grumbled, because yes it had worked and it felt like something she should've done yesterday already but she was pretty sure she screwed up. It had worked, but it wasn't nice.

She felt the cushions shift, part of her thinking it was either Vilgax or grandpa, but the weight was too much for it to be the bird, and too little to be grandpa (notwithstanding that they were still moving). She didn't open her eyes though. She wasn't up for another spat, and she really wasn't sure whether or not she should be feeling guilty for being mean, or be pissed off at him for _him_ being mean-

Her musings were interrupted by the feeling of a hand on her shoulder though. Opening her eyes, she looked first at the hand, immediately spotting the silver bracer above it, before turning to look up at the boy's face.

Ben's eyes were… yeah, she was pretty sure she'd read regret correctly, earlier. She didn't quite get what he was regretting though, _she _was the one that had messed up by pushing him so hard. Other than that, he looked tired, shoulders slumped and eyes weary. Tentatively, he reached for her left hand, and she let him drag grasp it and drag it over, raising her sleeve to reveal the scratches Vilgax had left. Some were agitated, but most were healing. She gave him a questioning look, but he wasn't meeting it, focusing instead on her arm. He closed his eyes, placing his hands gently around her damaged forearm and whispered the spell again. She recognized the word this time.

_Sarcio_. To mend.

Heat washed over her skin, pleasantly, like light hitting her face through leaves, and she felt herself heal under the touch, much quicker than it had been with him. It seemed he'd drained himself more too, as he swayed a little in his seat. Ben didn't say anything though, merely looking down at where he grasped her arm, before his hands slid up to grasp hers, briefly squeezing it, his slightly larger hands easily swallowing her lone small one.

It had much the same effect on her as his hug had days ago. When she couldn't fall back on anger to mask her confusion, she was left feeling kind of shell shocked when Ben was this… touchy. However, when he pulled away and got up to go back to the bunks, he stumbled and she shot up to steady him. After she did, she looped one arm around her neck, using her other to support him. When he sagged against her, a pleasant warmth at her side, she realized just how much those two spells had taken out of him, immediately explaining why he'd looked so drained when he sat down next to her.

He grinned at her, looking sleepy. She rolled her eyes. "Idiot. Those cuts were fine."

"They were gross to look at." They hadn't been. They hadn't even been visible.

"So does your face, but you don't see me trying to fix it." And darn it, there she went again-

Ben smiled at her, a genuine smile, before bumping her with his hip. "Yeah, you did."

She averted her eyes as she helped him back to the backroom, trying to fight down a blush and a grin. She failed on both fronts, but did feel emboldened. "Eh, you look crappy enough on your own. With bruises and burns? Just blind me already."

"What, and leave me alone to suffer whenever grandpa puts a speedo on? No chance."

Gwen felt her blood run cold. "Please tell me he doesn't do that in the future."

They reached the bunks again, and Ben settled back down on hers, laying back down with a pleased groan. He didn't answer, and that just made Gwen worry more, but after a while he did fix her with a very, very sleepy look. "Sorry that-" He busted out a jaw-cracking yawn. "-I said you had no friends."

Gwen winced as Ben burrowed into the comforter, not caring that it was under him rather than over him. Yeah, he had said that. "Did you mean it?" She asked, hesitantly.

"No." The boy mumbled, voice so thick with sleep that she had to lean in to make out the words. "You got the stupid bird." Gwen snorted and he drifted off, leaving Gwen to shake her head at him. Then she grinned like a madwoman. Turning back around, leaving the doofus to his beauty sleep, she walked out of the room, glad to have finally figured it out. Grandpa was right, in a way.

Being friends with Ben wasn't about being sweet to be nice. It was about finding absolutely horrible ways to say the nicest things.

* * *

A/N: Hope you all liked Gwen's perspective. :)


	4. Chapter 4: Aerial support

Disclaimer: I don't own Ben 10.

A/N: Sorry for any grammatical errors etc. Correcting something this size is a pain.

* * *

Gwen sighed happily, toweling her hair as she stepped out of the bathroom, the bathrobe feeling softer than the best pillows. By default, grandpa Max was like one of the top three awesomest things in the universe. But some days, he'd go out of his way to demonstrate it; in this case a stay in a four star hotel in the middle of New York city. With a shower. And a _spa. _

And for two full nights too! Honestly, the chance to freshen up made her so happy that she didn't even mind having to share a room with the doofus. When grandpa had dropped that bit of news on them, they'd both just sort of looked at each other and shrugged. And that was _all_ sorts of weird.

She shook her head at the thought, still bemused hours later.

Her. Not minding that she had to share a room with Ben. Maybe he hadn't been that far of the mark when he said that she'd be 'ten times crazier than him' by the end of summer; at the rate she was losing her mind, her sanity was clearly frailer than she'd given it credit for. Regardless, they were getting along, more or less, and she was having a blast simply feeling clean again.

Unfortunately, Ben wasn't having as much fun as she was.

The air conditioning should have made the temperature in their room somewhere south of absolute zero at this point, but Ben was still panting out puffs of steam where he lay on his bed, the only reason he was wearing boxers being propriety. She'd expected Ben's heat build up to get better in the days after he'd unlocked his mana. It hadn't. If anything it had gotten _worse; _their room felt like a sauna.

Tossing her towel on her own bed, she walked over to the mini fridge and pulled out one of two packs of ice from the freezer compartment as well as a wet washcloth she'd put there and walked back to his bed, sitting down next to him on it (ignoring the literal furnace level heat coming off of him) and placed the pack on his chest.

It didn't sizzle, but she was sure it was a near thing. Ben groaned in appreciation.

"It's a miracle you're not dead." She remarked. "I'm pretty sure your liver should have overheated by now, or at least your enzymes should be bent out of shape."

He grinned at her, eyes a little glassy. "I'm just too hot for the world to handle. And I have no idea what any of that means."

"Well, you're hard to handle, that's for sure." She placed the washcloth on his forehead and he sighed.

"Aww yeah, that's the stuff."

"Don't I have anything in here that can spew ice?" Gwen wondered, twisting the dial of the Omnitrix.

"Only if you catch a cold."

"...what?"

"You'll have to see it to believe it. Also, please don't press that dial for anything. If you accidentally turn into Heatblast, I think I might explode."

Her hand left the watch immediately and she gave him a slightly alarmed look. Was he really hurt-?!

He actually snickered, panting slightly. "Aww, you do care."

Her eye twitched and she picked the ice pack off him, to his dismay. She held it out of his reach when he tried to grab it. He attempted to get up but didn't seem to have the energy. Letting his arms fall back, he gave her the biggest puppy eyes in existence, made all the worse by how pathetic he already looked. And then he _whimpered. _

Too bad. It would've worked on grandpa. She just quirked an unimpressed eyebrow and he grumbled.

"That used to work… or is going to work?" He seemed to struggle with putting that together, which was probably just as well. If he actually got a neuron to fire right now, he'd probably soft-boil the void in his head.

"That _never_ worked on me, and never will." She rolled her eyes, but did place the pack back on his chest and abdomen, and the relieved groan was almost worth it, even if the way he cradled it to his chest and whispered sweet nothings to it was mildly disturbing.

"It did. It so did and it's so not fair that you're immune now. I worked hard to wear you down." He grumbled. Before she could respond, he convulsed and blew out a large puff of steam, groaning afterwards. Her gaze softened as she helped him sit up for a sip of chilled water, trying to ignore how his back nearly sizzled against her supporting hand. When he laid back down, he grinned sheepishly, holding up the ice pack… which wasn't frozen anymore.

"Have we got another one of these?"

Gwen rolled her eyes and accepted the pack, walking back to the fridge to place it in the freezer compartment- and to pull the other one she'd placed in there out. She'd had a feeling they'd be needing backup. "It sucks that you're sick while we're here," She started in an effort to distract him "but I guess you already had your fun in this city last time. Any recommendations on what I have to go see tomorrow?"

Dead silence met her question and when she turned back to the bed, she saw Ben shift uncomfortably- and not in a way that had anything to do with his physical discomforts. Walking over, she crossed her arms and quirked her brow. "Okay, spill."

"Spill what? There's nothing to spill. No spilling here." He reached for the ice-pack she was still holding and she pulled it out of his reach again because, give or take three months, Ben was still a _terrible_ liar. Though she had to admit, he had gotten better at pulling at her heartstrings, as the absolutely _miserable_ look he gave her almost made her cave. Almost.

"Spill."

"Any chance I can get you to drop this? And drop_ that? _On me?"

She snorted. "About a snowball's chance in hell."

"Still a better chance than it has in this room..." He grumbled, limbs flopping back on the bed, breathing heavy, puffs of steam coming out his nose. And he... wasn't faking that.

_Ugh, why do I have to be such a softy?_

Placing the pack back on Ben's abdomen, it was kind of sad to see how curled around it, moving to lay on his side, facing away from her. Usually, she wouldn't mind Ben suffering for a bit. Usually, he deserved it, or even brought it upon himself. Funnily enough, while he had brought this upon himself, she didn't like this at all.

So she sat down on the bed beside him and, considering her still chilled hands from handling the ice-packs, placed both on his back. It felt like hovering her hands an inch from an open flame... an open flame that pulsed like a heartbeat. But not the sluggish, slow beat that this sort of heat would suggest. Instead, it fluttered, like a small bird, cheerfully beating along despite the discomfort he was experiencing. It felt kinda cute-

-yup, definitely going insane if she thought his heartbeat felt cute. Or was it mana beat?

...why was this her life?

She was torn from her psychosis by Ben speaking up, after he pushed back against her hands. She'd always had slightly cold hands, she was glad that was finally useful. "Last time around, I made a lot of mistakes. We didn't have a good time at all, and that was my fault."

She let that sink in for a moment. She was still learning how to read this Ben, or how read him at all for that matter, as she'd rarely bothered in the past, but she'd learned some of his tells already. Whenever he spoke with that soft, scratchy voice, it meant he was thinking of the future he'd lost.

And it was hurting him to remember.

Part of her wanted not to ask. He was clearly having a rough time already, no need to make it worse. But dwelling on it didn't seem to be making him any happier. And she was curious. "Tell me."

"I told you already, there's nothing to tell. The timeline's already diverged. I met Kevin _hours_ ago before. It won't happen again." He grumbled, curling in more on himself and he looked so _small_. Had Ben always been this small?

"Then it won't matter if you tell me, right?" She needled, retrieving her hands. They'd long since grown warm against his back, but despite that he still made a small sound of protest. He rolled over to lay on his other side, facing her, gaze searching. Searching for what, she didn't know. Sincerity?

"It wasn't my finest hour." He admitted, and she was pretty sure that had they not been friendly, he wouldn't have told her even that. Then again, if they hadn't been friendly, she'd be sitting on her own bed reading, not on his trying to make him feel better. Funny, that. She couldn't even remember the title of the book she had been reading. Between the Omnitrix and Ben, there were way more interesting puzzles to solve. "So no, I'd really rather not. And don't even _try_ the puppy eyes."

She snorted. Those never worked on Ben- hold up, hold riiiiight up. She grinned like a shark, putting two and two together and she saw his eyes widen as he realized it too. He spun back around to face away from her and she snickered, crawling over to him. "Oh Beeeeen~"

"Please _no._" He groaned.

She had to lean all the way over his head to peek at his face, her arms supporting her in front of his chest and above his head, her hunched form effectively caging his head. She guessed this was what a teapot mitten felt like, because it was like cradling a pot of hot water to her chest. He glared sullenly at her, eyes spitting defiance.

Her grin widened, delighted to feel him tense in anticipation. Opening her mouth, she saw him flinch. "Fine." She deadpanned, uncurling herself and sitting back on her haunches. He spun around to face her, eyes wide with confusion. She shrugged. "I guess I'll just go out tomorrow and ask around about this 'Kevin.' I can probably cover a lot of ground with the blue lizard thing."

"It's called 'XLR8' and good luck with that. There's gotta be thousands of Kevins in this city." He scoffed, his form relaxing slightly.

"But do they all frequent the arcade you were giving funny looks on the way over?"

Ben actually sat up, swaying a bit before his glassy stare found her face again. He pointed a finger at her face. Or tried to anyway. In his defense, she was pretty sure the bathroom door behind her was _very_ intimidated. She grabbed his hand and moved it so he was pointing at her face. He grinned sheepishly. "Thanks." Then he glared blearily. "Don't even _think_ about taking the Omnitrix anywhere _near _Kevin!"

"Why?" She asked, inspecting her fingernails. She didn't have to look at him to know he was fuming. She'd feel bad, but riling Ben up still filled a special kind of void in her soul. He refused to answer her though, so she shrugged again. "Fine. Then I'm going to go hunt for him tomorrow, and figure out for myself what the big deal is. And I'm taking the Omnitrix with me. Just what you _don't _want."

She watched his jaw work on frustration. She smirked back coyly, knowing that she had him. And sure enough, he cracked. "What do you want to know?"

She smiled her sweetest smile. "Oh, nothing much. Just everything."

* * *

"So you got us kicked out of a hotel, fought with grandpa, tried to steal a video game, almost got a train full of people killed and caused massive destruction of public property while also creating a mutant enemy that bothered us for weeks afterwards." Gwen surmised as she ticked them off on her fingers. "That about cover it?"

Ben nodded, looking like he'd cooled down slightly. _Slightly_. Not that it made him look any less miserable.

"...most people would spread that out over more than one day."

The boy threw up his hands. "Now do you see why I didn't want to tell you?!" He snapped before laying back down and turning away from her with a huff. Gwen winced. Right. Ben could get touchy about things like this. Back-paddle time.

"Err, yeah, I kinda do. But hey, _technically_ you didn't do any of that. So it's all good, isn't it?" She tried with her best grin. He didn't turn around for it. Wasted. "Besides," she tried again. "I can't imagine you doing those things now."

This caused an interested twitch, as Ben turned his head to quirk a brow at her. "What do you mean?" He asked, cautiously.

She blew out a breath. _In for a penny… _"Look, the Ben I knew? Yes, he totally would by dumb enough to do that stuff."

"Thanks dweeb, love you too."

"_You_ wouldn't be." She soldiered past the sarcasm. "And I don't think that's just because of the foresight. You're," She sucked in a breath before exhaling. "you're different. In a good way. So don't beat yourself up. And don't feel too bad about not saving Kevin; the kid you were was in no way up to the task by the sound of it." The one he was _now_ might be, but she had a feeling that Ben wouldn't be open to that idea.

The boy in question had turned around halfway through her little speech and was just staring at her with a completely bewildered expression. Then, little by little, a smile formed on his face. "Aww, I've grown on you."

She snorted, trying very hard contain her smile. She totally failed. "Like fungi."

"It's a start." He remarked, before his expression turned serious. Most of the bleariness had left it- for now at least. "Gwen. Promise me-"

She ruffled his hair; it was just about the only part of him that didn't feel like it was about to set her bathrobe on fire. "Don't worry, I won't do anything stupid. Now let's get some sleep."

* * *

However, trying to succeed where the doofus failed (and she always did) wasn't stupid. And with grandpa enjoying the hotel buffet and Ben being (predictably) too sick to get out of bed, she'd gone into town to search the place her cousin had mentioned. It had taken her hours to find the thing but...

_Abandoned subway station, accessible by maintenance routes only, near the arcade… yup, this has go__t to__ be __the place_.

Looking at the maintenance door, she had to quirk a brow at the way its lock seemed to have been forced open. Grade A security right there. On her shoulder, Vilgax squawked in question. The bird had had to stay in the RV; she'd honestly already started missing the constant sounds of him fluttering about, or the sound of Ben raving at the bird only to go ahead and teach him bawdy sailor songs a minute later. They were weird, those two. Then again, she was almost as bad.

"What do you mean 'what am I doing?' Just because Ben couldn't do it doesn't mean_ I_ can't." She held up a finger to the bird. "Besides, we can't leave a kid with that kind of power walking about right? Especially if he's as unstable as Ben says."

Vilgax gave her skeptical look. How he managed to that was still beyond her. "...and I'm curious. You happy now?"

A protesting squawk and some feather ruffling. "Hey, I know what I'm doing. I just won't use the watch, that way he can't absorb my powers. I'm not_Ben,_ for crying out loud." She wasn't entirely sure if that derision still applied to Ben as he was now though. Whatever. The point still stood. Just because Ben couldn't help someone, didn't mean she was doomed to fail as well. She was better at most things than him, aside from being a doofus. And randomly overheating. Why not this, too?

And she'd be lying if she said that the story of this Kevin didn't resonate with her a little. Being kicked out onto the streets for a power he had no control over? That's just harsh. But more than that, she kinda thought that, well…

Maybe, just maybe, he was just like them at the end of the day. Just a lonely kid with a power he didn't understand, or even really want. She could tell that Ben struggled with similar thoughts as he'd told the tale. He'd felt for the boy too. And perhaps she and Ben needed someone like that around, and perhaps-

She glanced at the watch on her wrist-

perhaps, she and Ben were the only people who _could _understand. Who _could_ help the boy. She had to at least go and see for herself. She was a hero now, after all, and heroes didn't leave children out on the streets without even trying to help them.

Opening the door, she made her way down a dimly lit hallway before she exited into the subway station proper, taking in the cluttered roomful of beaten furniture and the occasional piece of trash (was that a torn Sumo Slammer banner lying on the floor? No wonder Ben had initially liked this kid). Gwen wasn't sure if it was the right place though, as everything looked…

"This place is a dump. Even by hobo standards." She remarked, Vilgax squawking in agreement as she absently kicked a lump on the ground, only for her to jump when it groaned. "Sorry! I meant it's a really nice dump-" She raised her hands apologetically as the figure on the ground struggled to its feet.

It was a boy, taller than her. And he was gaunt. Ben was always skinny, but that was just his ridiculous metabolism burning every bit of food he got. This kid wasn't skinny like that, but clearly underfed instead. Pale as milk too, with black hair shiny from grease; a real pity, it would probably be very pretty when it got a got washing down.

But what caught her attention most of all was that he was _beat up. _Like, worst type of sparring accidents beaten up, bruised all over, cradling his right arm to his chest in a way that suggested it might even be broken or severely bruised and why had Ben not mentioned this-?!

"_-he'd helped me out, so I wasn't just going to let those teenagers hurt him-" ...oh crap-_

The boy moved and she ducked as a bolt of electricity sailed overhead, striking the wall behind her with a crackle. Shooting back up and holding up her hands defensively, Vilgax flapping his wings along with her waving hands, she spoke up. "I come in peace!" She got a snarl and another bolt for her trouble so she ducked behind an overturned couch.

"So now they send a pretty girl to do their dirty work? Well I ain't falling for it!"

"Flattered!" She responded, dryly. "But seriously, I come in peace!"

"And you'll go in pieces!" Another bolt shot overhead.

_Oh for- enough! _with a snarl of her own, she vaulted over the couch, raced up to him and, before he could even register what was happening, whacked him upside the head. Hard. He reared back up quickly enough, a growl on his lips and murder in his eyes, but anything he may have said died on his tongue when she pushed a finger into his face, glaring herself.

"That," she started angrily, "is no way to greet a lady!" She cuffed him around the ears for good measure. Vilgax squawked in agreement from her shoulder, rustling its feathers threateningly.

"What the- what do you expect when you barge into someone's home and kick them awake?!" He yelled, equally confused an angry. Well, that was a step up from just being angry, she supposed.

"_Not_ a lightning bolt to the face!" She yelled back, placing her hands on her hips. He just looked at her like she was crazy for a long moment before his gaze slowly slid up and down her and there was a little _too_ much appreciation in that look. She snapped her fingers in front of his face. "Eyes up here, grumpy."

He smirked in response and she had to admit, it was probably for the better that he'd attacked her first. If she hadn't been wary of him, she'd probably be a blushing mess right now. "Can't blame me for appreciating the view, cutie."

_...what? _

"I'm Kevin." He stepped _way _into her personal space. She was tempted to give him the same treatment she gave Ben whenever he forgot about distance… but she figured that throwing him over her shoulder would not do his injuries any good. And she was here to make _peace _darn it. Or get acquainted? ...maybe she should've talked this one over with Ben after all.

She stepped back and fought down the blush on her face. "Charmed. I'm Gwen." She looked him up and down, and he smirked some more. Whatever. She was checking for injuries. She was fairly sure he'd be cute with a little more meat on his bones and when he looked less liking a wreck, but as it was…

"You need a doctor."

He actually snorted. "Yeah, I'm pretty sure my insurance doesn't cover that. Why do you even care? What are you even doing here?" Ah, the defensiveness had returned a bit.

Valid points and questions, but she was pretty sure she could convince grandpa to foot that bill. A few hundred bucks against an unstable mutant creep running the streets? She was pretty sure she could sell that trade, especially when Ben backed her up on it. She was equally sure she could make that happen after he saw she'd managed to get through to the kid. Speaking of which…

"That's my business. We'll worry about the bill afterwards. Come on." She jerked her head in direction of the stairs. The tall boy scoffed, idly cradling his heavily bruised arm.

"Yeah, how about now. I guess you can stay if you want, but no way am I going out there-"

"_Now." _Well, he got under her skin just by breathing. That was one thing he had in common with Ben at least. Maybe it was a boy thing?

He bristled at her command. It was kind of funny, or would be if lightning didn't crackle up his arm as he did. "No one tells me what to do!" He took a threatening step forward, menacing. She just tilted her chin up at him, not budging an inch. She was pretty sure she could handle this guy without ever having to touch the watch. Vilgax backed her up by glaring at the kid as well.

"Bite me, bolt boy."

He glared heatedly back at her, but she wasn't impressed. Ben had more heat in his left pinky than this kid had in his entire body; both literally and figuratively these days. Their stare off was interrupted by the bird squawking again though… and by the fact that his eyes strayed to her lips, the lightning dying down. Gwen quirked a brow. What on Earth was he thinking-? He tilted his head and started leaning in and she felt his good hand on her hip and was this really happening?!

On her shoulder, Vilgax seemed to be torn between letting it happen and pecking the boy's eyes out. _Okay Gwen, just calm down, you can do this. _She tilted her own head back, eyes sliding shut-

And planted her forehead firmly in his nose.

* * *

"I can't believe you actually broke it." Kevin grumbled, tentatively prodding the patch over his nose.

Gwen shrugged as she walked beside him in the evening light. The boy looked a bit better after the doctor's visit. His bruises had been patched where needed, a dislocated shoulder had been fixed and his bruised arm was bandaged hanging in a sling. And his nose had been patched up too. "That was legitimate self defense." She defended. Honestly, she'd anticipated that her headbutt would be the end of her attempt to get on his good side.

Instead… "Still savage. You looked good doing it though, hot stuff." Yeah, instead she'd gone from 'cutie' to 'hottie,' Which was… weird. This guy was weird. She shot him a glare, Vilgax mimicking her on her shoulder. The bird seemed to be a bit more hostile to the boy than she was, but she did appreciate the solidarity.

They walked in silence for a moment, the last rays of the sun warming her. Sunset dyed what she could see a pleasant orange. Vilgax's white plumage looked particularly dashing, and it softened Kevin's features too, even if he still seemed to suck in the light rather than reflect it. She absently wondered what Ben would look like in this light- she hadn't really paid much attention in the past.

"I didn't even know there were clinics that didn't charge. Thanks for finding one for me." Kevin spoke up, slightly shy, snapping her from her musings. She gave him a cheeky grin.

"The wonders of using your brain." Her expression morphed into searching look. "Why were you beat up like that in the first place?" She knew already, but she wanted to hear it from him; wanted to understand it. He smirked at her, trailing his eyes up and down her figure.

"Well you see, the broken nose is because I ran into this most _stunning_ ginger-" He held up his fee hand defensively when she cracked her knuckles. "Alright alright, jeez. Temper." He shrugged, the motion awkward with his arm in a sling. "A group of wannabe gangsters did it. I may have trashed their hangout a while back."

She raised an eyebrow. "And you did that because…?"

"They trashed mine. We've been having a back and forth for a few months, ever since I accidentally zapped one of them." Judging by the somewhat sheepish expression on his face, it probably was just that; and accident. Sad to think that that could lead to this big a mess. Kevin turned his own searching gaze on her, seeming to realize something. "You… don't seem to mind my powers." He observed, seeming befuddled. _Ah_.

"I..." Gwen glanced at the watch on her wrist, and her mind flashed to a soothing green light and a whispered word washing her hurts away. "I've seen things like it before."

A sunny grin spread across the boy's face, and for just a second he reminded her so painfully of Ben that she forgot entirely who she was talking too. "So I'm not the only one? That's awesome!" He cheered, fist pumping the air.

Gwen chuckled at his antics, Vilgax laughing right along with her. Kevin grinned at them both, reaching out to ruffle the bird's feathers. That was a bridge too far for the avian, as he glared at the boy, feathers rustling in agitation. The lad blanched and quickly retrieved his hand with an innocent whistle. Gwen snickered.

"Better keep your distance, this bird is even more dangerous than I am." She quipped. Kevin grinned sheepishly.

"I kinda like dangerous." He told her with a wink. "But I'm good with the amount of injuries I already have." Then he grimaced. "And I'll be getting more soon enough anyway."

She quirked an eyebrow, feeling concern well up in her. Kevin saw the look and waved dismissively. "Ah, they said they'd be back soon." He explained, trying not to sound apprehensive at the prospect. It didn't quite work. Gwen averted her eyes to the ground.

"Yeah, bullies tend to do that." She mumbled, clenching her fists. He looked at her quizzically and she sighed, veering slightly to the right and taking a seat on a bench when they passed it. He sat down beside her, eyeing her curiously. For all that the street was crowded as any other in this place, she felt like they might as well be alone. Vilgax slipped from her shoulder to nestle in her lap and she absently patted the bird, happy for having something to focus on. At least that way she had a reason not to look him in the eye.

"I've got some experience with those. Nothing like yours," she was quick to add, because heck, it was true. "but I had a few bullies come after me at school for a year in the past. It… wasn't great." She tried not to linger on it, it wasn't her favorite pastime, and things were better now anyway- she was torn from her musings when Vilgax sat up in her lap and nuzzled her face, his plumage soft. She had to smile. For an evil bird, he could be awfully sweet.

Beside her, Kevin quietly spoke up. "What did you do?"

Gwen huffed out a laugh. "I beat the living daylights out of them all when they pushed it too far." She admitted, feeling that strange mixture of pride and shame whenever she recalled that. That had been both one of the best and worst days of her life.

Kevin laughed heartily. "True to form, ain't ya?" He looked at her, eyes dancing with mirth. "So, did it work?"

Gwen shrugged, and found herself smiling despite the subject. His mirth was somewhat infectious. "Sort of. They don't bother me anymore, they just whisper behind my back now. And people think I'm even weirder than they already did."

She turned her head when he didn't respond, finding him instead looking at the sky with a ponderous expression. It occurred to her that she had no idea how long he'd been on the street, or if he'd ever been to school at all. For all she knew, he had no frame of reference for any of what she just said-

"Isn't that just worse, though?" He asked, softly. "Isn't it… even lonelier like that?"

She turned her head to face the sky as well. The sun was no longer on the streets, but the sky was still bright overhead, a purple and blue that reminded her of sitting in the garden with her parents and waiting till the first stars peeked out. "It is." She admitted, quietly. "But at least then, I can pretend."

Silence washed over them for a bit before the boy spoke up again. "I can live with them talking behind my back." He concluded. "But I can't scare them off as I am." He turned to face her, eyes imploring, smirk back on his face. "Want to help me scare some bullies straight?"

She eyed him back for a long moment before smirking as well. Vilgax jumped from her shoulder and flew off.

* * *

Ben stirred from his slumber when he heard tapping on the… window? On the fourth floor? He groaned and turned back over, trying to escape the uncomfortable heat and the way the room seemed to be spinning even with his eyes closed- but the blasted tapping was still going on.

Groaning again, he struggled to his feet, clutching his stomach and panting steam. He really hoped this magic stuff started acting 'normal' soon, because he was pretty sure he was going to set things on fire at this rate.

Straggling over to the window, he pulled back the curtain, thankful that the sun had nearly set. He probably wouldn't have enjoyed the brightness right now. If this was anything what people felt like when they had a 'hangover', Ben was never drinking. Ever. Blinking past the bleariness in his eyes, he focused his glassy gaze on… Vilgax trying to open the window?

"Vil?" He croaked, reaching for the latch and opening it, allowing the bird to flutter in, nearly knocking Ben over. "Whoa! Calm down, devil bird!"

"Gwen!" It squawked from where it perched on a chair, flapping its wings in agitation. "Gwen!"

Ben rolled his eyes. "Figures. I pick you up, but her name is the first you learn to say." He straggled over to his bed again. "Guess that's just one more time she reaches the finish line before me. Keep it down, would ya? If the hotel staff finds you, we'll be in trouble. Again." He flopped back down on the bed, but Vilgax wasn't having any of it as the bird jumped on top of him, screeching Gwen's name again.

"Ow, what?!" What was wrong with this bird? His cousin wasn't that interesting. Sure, she was running a little late, and grandpa had started wondering where she was at, but how much trouble could she get into when she had the Omnitrix to defend herself with-

He felt his blood turn to ice and couldn't even enjoy the cold sensation as realization struck him like a lightning bolt. Shooting out of bed he struggled into his pants and located his shirt, putting on his new (and still uncomfortable) sneakers, cursing up a storm. "Of all the times to be a stubborn, insufferable, to clever for her own good dweeb with a heroic streak-" He hissed out a breath of steam as he slapped on his bracer and stumbled out the door, one hand on his forehead as he fought down the fever in his skin and the headache pounding through his skull.

He had to find them. Because he knew Gwen, and he knew she wouldn't be stupid of enough to let the chance of being a hero get in the way of common sense, wouldn't be stupid enough to think she could make friends with the psycho that had tried to murder them several times, wouldn't be stupid enough to ignore very real warnings from a literal time traveler-

_His _Gwen wouldn't be that stupid. But _this_ Gwen had way too much to prove and he really, really shouldn't have forgotten that he wasn't the only one in the family with a hero complex the size of a small nation and didn't know when something was _not _her fight.

* * *

Gwen panted, wiping sweat from her brow, smirking down at the group of thugs they'd pinned under pipe Kevin had blown loose. They were bruised, and a little crispy, but nothing too bad. Nothing like they'd done to Kevin. It had been quite satisfying regardless, and she had to admit that the challenge of keeping four people off of the injured Kevin while he took pod shots with his energy powers was way more fun than she'd anticipated.

She crossed her arms, glaring down at the teenagers they'd trapped. "I take it," she started menacingly, glad to see them flinch. "that you'll leave Kevin alone from now on?" It wasn't a question, not really, and their eager nods and sounds of admission were all she needed to hear. She turned to Kevin, smirking cheekily. He smirked back in appreciation.

"I think they've learned their lessons." She told him before turning back to the gaggle of screw-ups. "Alright morons, you push, I pull-" She was cut off by Kevin's hand on her shoulder, and she turned to the boy questioningly. He wasn't looking at her though, but glaring at the teens darkly.

"Not just yet." He remarked, before he glanced up at her, smirking nastily. "I'm not done pulling the wings of these flies."

_What the-?_ "What do you mean?" She asked, feeling dread well up in her. "We already showed them, we don't need to do anything more. We came here to scare them straight, we did it."

"They don't look scared enough to me." The boy whispered, electricity running up his arm as he stepped forward. "They look like they could even sleep this off. And that," he raised his hand. "won't do."

Her hand snapped up to clasp around his wrist and his dark gaze turned on her. "We're done here." She told him, sternly, even if she felt her heart beat in her throat. "I get it; I do. You want to get back at them, but they've had enough." She tugged his hand down and clasped it. "Let's _go_." She implored him, gently tugging at his hand to indicate that she wanted to leave.

He wasn't looking at her though, but at their hands. Slowly his eyes trailed up to meet hers. They were lonely eyes, eyes like the ones she saw in the mirror, eyes she now recognized on Ben too. But they all had nuances that she was getting more adept and reading. She knew that her eyes always held just that bit of haughty pride, because even alone she could be proud of who she was. Ben, for his part, soldiered on with false cheer and endless energy. She thought she understood those eyes.

But she realized how utterly wrong she'd been about Kevin when she saw the roiling anger in his gaze, an anger she had no idea how to face.

He wrenched his hand free and pushed past her to loom over the boys again, charge building in his hand. "No! They haven't had _nearly_ enough!"

She didn't think, she just reached out and grabbed his hand again and attempted to wrench him back, but the second she did, shocks ran through her body and she bit back a scream. Soldiering past the pain, she hauled him over her shoulder, throwing him hard. Even through her own hurt, she had to wince sympathetically when he landed on his front, crushing his bruised arm beneath him.

She closed her heart to it and quickly raced over to the captured teens. "Push!" She instructed as she pulled, and together they moved the large pipe off of them. "Now run! And call the cops!" She told them and they again nodded before storming off, seeming not to care that she was part of the reason they'd been bruised and pinned in the first place. She wasn't going to regret that though; _that _they'd deserved.

She spun around to see that Kevin had struggled to his feet, but was to late to stop him from sending electricity her way, nor had she time to dodge. She did scream this time, because crap, that _hurt. _"You know," the boy hissed. "I really thought you got it, that you understood me." He paused zapping her and she fell on her hands and knees, panting and blinking back tears. Inwardly she swore, because she had no way to beat him without the watch- not like this.

She could hear him take a menacing step forward. "You even helped me get back at them, just like you did to your bullies! Why is it right for you to do that, but not for me?"

"Because I-" she panted, struggling to form the words. "-because I knew when to _stop_. You," she swayed. "you just want revenge. That's _not_ what I do." She fell onto her side, blinking sluggishly.

He laughed at her sorry state, feeling confident enough to approach again, posture relaxed. "Oh really? Than what do you do, other than looking prettily pathetic?"

She tried to answer, but couldn't manage the volume. He stepped closer again, leaning in. "What was that, wench?"

_Got you. _"Saving doofuses from turning into pancakes." She deadpanned before she shot up and punched him squarely in the groin. He howled in pain and she used his distraction to tackle him down and place him in an arm wrench- because sure, she couldn't fight him from a distance, but up close, where she could incapacitate his dangerous hands? _Easy_.

She could already here the distant sirens and hoped that it was the cops; silently thanking the bullies for having the good sense to listen. She just had to keep him pinned for a few more minutes. She could do that. "Good luck using your powers now." She hissed, making sure to keep his hand well away from her, knowing that he could only aim the lightning from his fingertips and palms, so if she could keep those away from her-

He laughed. "Feisty. Such a shame. You didn't really pay attention when I explained my powers on the way over, didn't you?" She hadn't, honestly, not when Ben already had-

"I absorb and release energy with my _body_." Lightning shot up his entire frame, shocking Gwen as well, causing her to scream as her hold on him weakened and he threw her onto her back with a swift movement, causing her to see stars. _Crap. So much for that plan._

She groaned as the view of the bridge underside was blocked by Kevin looming over her, smirking darkly. "No one makes a fool of me, girl." He started, gathering energy again. "Not even a clever little cutie like you." _Alright, sod it. Sorry, Ben, but I'm using the watch!_

She was about to slam her hand down on the dial and hope it turned into something useful when a blur of white latched onto Kevin's face.

"What the f- ow!" The boy yelled as Vilgax screeched and pecked at him, trying to claw out the boy's eyes. Gwen took advantage of his distraction to sweep the boys legs out from under him, causing him to land on his arm again. The boy's pained screech made her wince while simultaneously she smirked.

"You don't need me to make a fool out of you, moron." She quipped before she plucked Vilgax off of him and made a dash for one of the pillars supporting the bridge.

"Gwen!" She heard her grandpa call out. Perfect timing, but also very much not.

"Duck!" She instructed. Well, he didn't duck per se, more like slid back around the corner he'd just turned. Gwen herself managed to dive behind a pillar, clutching Vilgax to her chest. Not a second too soon, as lightning struck the place she'd just stood.

"That is _it!_" She head Kevin snarl. "I am killing that god damn bird-!"

He was cut of by the sound of a blaster going off, and Gwen's blood froze as she broke cover. Sure enough, there was the doofus, emptying the charges in his blaster on Kevin as he walked up to the boy, looking feverish, in pain and _pissed. _

"Get in line, moody." Ben scoffed as he paused his assault to glare angrily at the boy. "I'm the only one who gets to kill the chicken."

"Cockatoo!" Gwen corrected with a roll of her eyes.

"Not talking to you, dweeb! Still angry with you!"

"And yet here you are, doofus!"

"_Someone_ has to make sure you don't screw this up any more than you already did!"

"And you do that by feeding the grumpy_ energy-absorbing_ kid half your charges?"

"All of them, actually. It felt good."

"It was_ stupid!"_

"Oh, just kiss already." Kevin interrupted, tone drier than a desert. "Speaking of though..." He turned his smirk onto Ben, lightning crackling. "Got anymore of those in you, pint-sized?"

"Yeah sure, another short joke, why not?" Ben grumbled. "And no, I'm out. So if you could give me that energy back, that'd be sweet. Can you do that, _freak_?"

Seeing Kevin tense, Gwen did as well. _Bad idea bad idea-! _"Don't call me freak!" The boy snarled, taking a threatening step towards Ben. She made to step forward as well but Ben held up a hand, shaking his head. What was that idiot thinking?! He was starting down a super charged Kevin and she had to help-

Ben smirked at Kevin, quirking a sardonic brow. "Oh? And what are _you _going to do about it, loser?"

Kevin shook with rage before he smirked back at Ben, a nasty expression that promised pain. And that was not good- "I think I'll start by giving you that energy back, like you asked." _No no no n__o__-!_

But she couldn't do anything when Kevin raised his hand again and let rip, worse than he'd done all evening, and it was then that Gwen realized that he was going to _kill _Ben-

"Ben!" She cried out, leaping forward, only to find herself restrained in grandpa's arms. "Let me go, he needs help!"

"Please Gwen, just wait!" The old man pleaded, struggling to hold her and what was _wrong _with him?! Couldn't he see Ben was hurting-

Her cousin stepped forward through the torrent of lightning, grinning. Kevin seemed taken aback, upping the ante but Ben just stepped forward again and _how was __he__ not dead?!_

It was then that she noticed that while the lightning bolts singed Ben's clothing and burned his skin where they struck, the wounds were closing as fast as they were forming-

Healing. She stilled in grandpa's arms, feeling a slightly hysteric giggle escape her. "You absolute madman!" She called out to Ben, earning her a snicker in response.

Making his way to Kevin, her cousin grabbed the boy's hand and Kevin released all he had in one blast in an effort to fight Ben off. The resulting flash of light blinded her for a second, but when she blinked past the spots in her vision, she saw that the doofus was still alive, if a little singed around the edges. He hadn't gotten of without harm though, as his left hand, the one he'd used to grab Kevin's, was marred with lightning patterned burns.

"How-?" Kevin asked, looking drained, but Ben released the boy's hand, unfolded the blaster and whacked him over the head with it hard, knocking the kid out.

"Oh man," Ben sighed, looking relieved. "I've been dying to do that for _ages_."

* * *

The RV was completely silent safe for the faint hum of Ben's magic. Not even Vilgax was making his usual noises where he rested beside her on the bottom bunk. Gwen held her singed arm aloft as Ben knelt before her, slowly healing the wounds on it before he moved to the singes on her waist. She felt her face flush slightly at his touch, but he seemed to be focused solely on his job. It took a lot more out of him than healing himself, and he'd drained most of the mana reserves he'd built up over the last few days, so he had to focus.

But he wouldn't look at her at all. Wouldn't talk to her. With Kevin dealt with, and with grandpa turning him over to the cops and dealing with _them_, there was nothing to distract them. Nothing to stop him from yelling at her either, and he definitely could- with all that mana expended, he looked better than he had in days, more lucid for sure…

But he still wouldn't look at her.

"I'm sorry-"

"Don't."

Gwen's jaw snapped shut and she felt tears well up, but pressed them down, averting her gaze as he minded her injuries. She had no right to cry, and she definitely wouldn't do so because Ben was angry with her. He'd been angry with her a million times, at least a dozen this week alone. This was old hat.

But none of those times had she cared about his opinion, or let herself care. She cared now, and that made her mistakes all the worse.

Finishing healing the last of the burns, his gaze finally met hers and it… wasn't what she expected. Old Ben would have been angry with her; heck, Ben had _just _told her that he was. She'd figured that 'New Ben' took more after their grandfather, and that he'd be disappointed in her to boot.

Instead his gaze was filled with relief, and that was so, so much worse and it made her feel like the worst sort of scum for making him worry-

"I'm sorry," she tried again. This time he let her. "I-I just wanted to help, _someone_ had to and I'm supposed to be a hero now." She held up her left arm and idly waved with the Omnitrix. "I- I wanted to save the kid. I thought he was just like us." Great, now she was babbling and couldn't stop. Her gaze dropped to her lap, but she could still feel his on her. "Just some stupid kid with a power he didn't understand, and _alone_. I thought that I- that _we _could save him." She felt tears well up in her eyes and couldn't hold them back this time because how could she have misjudged the situation so badly-?!

Warmth engulfed her when a small furnace wrapped around her, but she didn't let the shock of it stop her from hugging the boy back; not this time. She buried her face in his shirt, stuttering apologies until Ben's voice snapped her out of it.

"If there was anyone on the planet that could've done it, it'd have been you, dweeb." He pulled back, and she immediately missed his warmth. Instead, she saw him smile sadly at her through the tears in her eyes. "But some people don't _want _to be saved."

She couldn't meet that smile, not when she knew she deserved to be yelled at and grounded for like forever for all the nonsense she pulled today, so her eyes dropped to her lap. "I'm sorry." She whispered again.

Ben sighed, and she felt it tickling her face. "Don't be." He started, causing her head to snap up. He grinned sheepishly. "You were trying to help. You wouldn't be you if you didn't. Not your fault that Kevin's an ass."

"But-but, I did exactly what you told me not to do!" She waved her hands for emphasis. Didn't the doofus know how instructions and promises worked? He snorted, shooting her an amused look.

"I should've known better than to think that _you _would stay put _and _that you'd listen to me. That one's on me."

"You can't just absolve me of all responsibility like that, doofus!" Where was that anger he'd shown up with? She was pretty sure Ben was broken. Again. Couldn't the kid ever keep his personality straight?!

He raised a distinctly sardonic eyebrow at her. "Do I _really_ need to rub it in your face before you get how badly you messed up, or can we drop that because you already know? Because I'd really rather just skip ahead to the part where I'm happy that you're alive."

"...I got nothing." And she really didn't. When did Ben start being… reasonable? Or was this unreasonable? She really didn't know anymore. Narrowing her eyes, her hand moved to the Omnitrix. Ben raised both brows at her. "Who are you and what have you done to Ben?"

That got her some indignant spluttering. "I'm not an impostor!" He said, waving his arms for emphasis. Vilgax mimicked him, laughing mockingly. Well. The bird was fooled, that was for sure.

"Prove it!" She demanded, hand still hovering over the dial. "Or I'm going to be whatever pops out of this and you better _hope _it's not Heatblast."

"Your first stuffed toy was a corgi that you named 'Lady Wigglesbottom.'" He deadpanned and she slowly relaxed, even if she did narrow her eyes.

"You threw that one into a shredder." She muttered, glaring sullenly.

He shrugged. "And to this day, when life gets me down, I remember little Gwen screaming 'Wiggles, no!' and instantly feel better."

"Jerk." She swatted his arm before eyeing him skeptically. "So, you're... not mad?"

He blew out a breath, sheepishly rubbing the back of his head with a faint smile. "A little. But you didn't screw this up nearly as bad as I did, so I guess we still win in the end. Also," he swallowed, averting his gaze, looking _guilty _of all things and how did he get off looking guilty- "I'm sorry for not being there when you needed my help."

..._what? __Did he just miss himself literally saving the day?_

Ben didn't notice her slack-jawed expression, continuing instead. "You shouldn't have been out there on your own-"

Vilgax squawked.

"-out there without me." Ben corrected, shooting the bird a glare, before turning his gaze to meet hers. "Next time, we do this together, got it?"

Gwen just continued gaping at him, the words sinking in and they sparked a literal thousand of replies she could have made, but for all that it was Kevin's voice that rang loudest.

"_Oh, just kiss already."_

"Gwen?" Ben asked, cocking his head in question.

"Yes!" Gwen spluttered, feeling her face heat. "Yes, I promise. I'll wait for your overheated butt to get out of bed before I go do something stupid." She stammered out. He quirked an amused brow at her.

"Are you calling my butt hot? Flattered, dweeb."

Gwen groaned because that was the _last _thing she wanted to think about and her groan _should _have gotten her annoyed shake of the head, a 'girls are super weird' remark. She got that shake of his head, but it was fond, underpinned by a smile instead of a frown.

"Guess we overcooked your big brain." He stood, knees popping from kneeling for so long. "I'm gonna see what grandpa is up to. You," he pointed a finger at her, mock glaring; and it still amazed her that she could tell these days. "don't do anything stupid while I'm gone!" He joked before turning around and walking out of the room.

In the ensuing silence, Gwen sat on her bunk in a bit of a daze before feather ruffling beside her drew her attention to Vilgax. The bird was giving her an unbearably smug look that told her he knew _exactly_ where her thoughts had been at.

"No! Absolutely not!" She told the bird.

Amused rustling.

"No, I was not thinking that. At all. He's just being cool and that's all I'm admitting to."

Another smug look.

"I'm not talking to you anymore." Gwen decided. The bird laughed.

* * *

A/N: Sorry to all of you who liked Kevin and wanted a redemption arc, sorry to all of you who hate him and think I made him too sympathetic. He's a super complex character that I really like (precisely because of that) but that doesn't make it any easier to write him. For the love of god, don't get used to this chapter length. I just wanted to deal with Kevin properly. This is also a bit of a 'low point' of the fic, as I mean it when I say that I want to keep this one fluffy. There's enough angst in my other fics. Speaking of which, this kind of stole the spotlight from Reminder for this week, so any readers here that are following that, sorry. Probably won't pull off my weekly update.


	5. Chapter 5: Laughing eyes

weDisclaimer: I do not own Ben 10.

A/N: To 'Lost' (guest reviewer): Thanks for the kind words! And sorry for the mix of dialects, English is not my mother tongue at all. I kind of picked it up from TV and reading, so things from all over the English speaking world get tangled up in the way I write.

* * *

Ben made his way over to the front of the RV, bracing himself on the wall when the vehicle suddenly vibrated and started moving. Tuning out the faint sounds of Gwen arguing with the bird behind him, he made his way over to where his grandfather was driving the Rustbucket. Taking up residence in the passenger seat, Ben sagged into it with a sigh.

His grandfather shot him a tired look. "You went easy on her." He accused, sounding far sterner than he'd usually would. Ben winced, even as he knew that the man wasn't mad at _him_. "That's unlike you." He continued. "I was expecting to come into the RV to have to calm you down."

Ben winced again. Yeah, he'd so wanted to do that when he'd guided Gwen back into the RV and told her to go sit on the bed. He'd been holding onto his temper with both hands, because what sort of super smart dweeb did something this absolutely _stupid?!_

But the literal second he'd opened his mouth to tear into her, she'd _looked_ back and he… couldn't. She'd looked even more miserable than she had when he'd reminded her she was friendless. Heck, it was right up there with when she'd thought, for a moment, that he was going to explode, back in the previous timeline.

It had cooled his anger to a manageable level and his first urge after it was to gather her up in his arms and be happy that she was okay because he'd almost lost her _so _many times already-

"I'm just glad she's alright." Ben confessed, softly. She was safe. That was all that mattered.

"You can be relieved _and_ angry at the same time." The aging Plumber pointed out. Ben felt his eye twitch.

"Do you _want _me to be angry with her? I thought you wanted us to get along! Make up your mind already!" He snapped, immediately shrinking in on himself when grandpa quirked a brow at his tone.

Silence reigned for a few minutes before, on a left turn, the man sagged a little in his seat, sighing, giving Ben an apologetic look. "It's not that I want you to be angry, Ben. It's just that everything I know about you tells me that you _should _be angry. But you aren't, at least not in the way I know you would normally, and I want to understand _why_." He gave Ben a wry smile. "You'll have to forgive this old man, but I need some help figuring out how this handsome stranger in the passenger seat works." He teased.

Ben was torn between a snicker and a groan. "Now you sound like mom." He muttered, before turning to look out the window. Buildings drifted by, as well as cars, New York never quite becoming quiet like Bellwood did. Thankfully the hotel was not far. The traffic had been killing on their way to Gwen; the only reason that he hadn't jumped out of the car and ran was because he'd needed to run to the toilet to hurl instead. Twice. Thankfully, the heat was giving him a break, even as he could already feel warmth pooling in his stomach.

He considered his grandfather's question. It was fair, on more than one front. It was odd for him to be so… not angry about something like this. And even if it made sense to Ben on a gut level, he couldn't blame the old man for still being weary when Ben threw him for another loop. Being cautious had kept him alive for decades after all. "I guess I..." He started, feeling the other's eyes on him, but not meeting them. He wasn't too worried about grandpa hitting something with his attention diverted. The man could drive in his sleep, literally. Once, in the previous timeline, he'd sleepwalked into the drivers seat and drove them for ten miles perfectly before parking the vehicle and going back to bed.

"I want to do better than that this time. _Be_ better." Ben finally decided. He'd been going out of his way to be better to Gwen for a while now, and he'd be lying if he said the results hadn't been amazing. She seemed to actually enjoy his company, and went out of her way to try to be nice, like how she helped him when the heat became too much. His own gut response to Gwen was a faint sense of caring that he couldn't quite put his finger on. He liked feeling that way about her; it was so much more rewarding than anger.

Sure, he was pissed at Gwen for how she handled it, but that was it. It was completely dwarfed by his relief at her being alright, or his pride that even in this terrible situation she'd managed to bring it to a good ending; or at least better than the previous timeline.

So no, he wasn't angry right now. Grandpa was, though. He bit his lip before speaking up. "Can you not tear into her for this tonight?"

Grandpa pulled up in the hotel parking lot, killing the engine before sitting back, staring ahead in silence for a long second. The man looked his age, for a change, and then some. "I can't exactly let this sort of recklessness go unmentioned..." He said, quietly, anger still in his voice but also a tiredness that Ben rarely heard in his voice.

"I know that!" Ben reassured, smiling what he hoped was an understanding smile. "I'm not saying you should let her off completely but… just _wait_, please?"

Grandpa Max turned to face him, leaning forward, giving the boy a questioning look, even if Ben could tell that the man was already persuaded. "Why?" He asked simply, eyes sharp despite is fatigue.

Ben rubbed his neck, averting his gaze."There's nothing you could say that's worse than what she's already telling herself." He whispered; knowing it to be the heartbreaking truth. No one was harder on Gwen than Gwen, no one pushed herself harder than Gwen. He used to think it was because her mother had pushed her to do so. Now, he wasn't so sure.

Grandpa Max looked back at him with an unreadable expression before he nodded. "Very well. I'll save it for tomorrow."

Ben nodded in return, satisfied. A night's sleep might cool them all off a bit. Much as a large part of him wanted to tear his hair out at the whole situation, he'd meant what he told Gwen. She had done better than he had, in the end, and she was right when she said that they couldn't leave 'problem Kevin' alone.

He was more pissed at himself for his inability to be there when she'd gone out to solve that problem, rather than at her. And sad that she hadn't trusted him enough to tell him what she wanted to do.

_...ugh, having foresight and knowing someone well is supposed to make life _easier. _Why is this emotional crap even more complicated this time around?!_

He took a deep breath, deciding to simplify. She'd done well, she deserved a break. That was it. Problem Kevin was solved… for now. The thought made him snap his head up and open his mouth, but no sound came out. Grandpa Max quirked a weary brow.

"I'm not going to like what's going to come out of your mouth, am I?"

Ben grinned sheepishly. "Err, depends." He admitted before soldiering on. "Isn't there anything we can do for Kevin?" He asked. "Like, they're not gonna keep him locked up forever. Isn't there anything we, anything _you _can do?" He asked, pointedly. Grandpa Max shifted uncomfortably in his seat, averting his gaze because it was so obvious that he _knew_.

"I may know of a… former coworker, that specializes in these sorts of things." He admitted, eyeing Ben again. "I can call him in the morning. He can take Kevin far away from here. Help him."_ Or contain him._ Went unspoken. Ben heard it loud and clear. "Do you want to give him that chance?"

Ben didn't need to hesitate when he nodded in affirmation. Because Kevin was an ass and a semi-psychotic jerk that had tried to kill him several times over, at least once in just this timeline alone… but Ben had never known when to give up on anyone. He wasn't about to start now.

Grandpa looked at him with_ admiration,_ of all things. "I'll get on it tomorrow. Now then," he rose from his seat and walked to the kitchen area, leaning against the counter. Ben watched him, quirking a brow, before the man called out for Gwen. A few long seconds later, the girl came from the back, eyes to the ground and everything in her posture screaming that she was absolutely beat; her singed clothing didn't alleviate the bedraggled look in the slightest. It made Ben cringe. Yeah, she'd been taking pot shots at her ego alright.

As Gwen came to stand before her grandfather, Vilgax came flying from the backroom as well, momentarily stopping on Gwen's shoulder to give her a hug with his wings, before he flew over to where Ben was, perching on the headrest of his seat. Ben, for his part, made to get up with a glare, because he was pretty sure that grandpa had _just_ promised he'd leave this for later-

Then the man picked her up in a bear hug, and Ben had to smile at Gwen's utterly gobsmacked expression. She looked to him for help, but he just shrugged. _No clue, dweeb. _

"Go to bed." Grandpa told the girl when he put her down, patting her on the head. "We'll discuss all this in the morning; both what you did wrong _and _what you did right." The old man smiled at her.

Gwen just sort of stared for a long moment before she nodded, dazed, and turned around to walk out of the RV. Ben followed at a more sedate pace, giving his grandfather a thumbs-up (earning him an amused chuckle). Coming to stand outside as grandpa set about making sure Vilgax was set-up for another night alone, and to clear up the tech Ben had left scattered all over the place. He'd left a hand grenade on the dashboard a few days ago. Gwen and grandpa had had some choice words to say about_ that_ little oopsie.

Now, Gwen didn't seem to have anything to say at all, just standing in the middle of the parking lot with an adorably bewildered expression. Ben had to suppress a snicker. It was so hard to pull anything on the Gwen from his timeline; to see her be this confused was a rare treat. When he passed her by, she fell into step beside him as they walked back to the hotel at a relaxed pace.

"Penny for your thoughts, brainiac?" Ben asked into the ensuing silence, because he could always tell when Gwen was going into water boiler mode. Better get her to pop sooner rather than later, when she'd kick him awake in the middle of the night to rave. He knew his Gwen had, often enough.

Gwen threw up her hands, confused frustration lacing her voice. "I don't get it! First you, now grandpa, is everybody losing their minds?!"

"Nah, just you. And don't get ahead of yourself, he said we'd talk about it tomorrow." Not that grandpa had a bone in his body that could stay angry for long enough that he'd still be harsh about it by that time. Ben knew it. Grandpa knew it. _Gwen _knew it.

He looked at the girl from the corner of his eye, the cool evening air chilling him pleasantly (he'd take being a block of ice over being overheated again, thank you), noting that yeah, she still looked singed around the edges, dead tired, and biting her lip in confusion, brain clearly crunching overtime still-

And then her face cleared in understanding and she turned to him with a glowing smile. Ben averted his eyes, rubbing the back of his neck. _Busted…?_

"Thanks, Ben." She said, earnestly, and he felt a flush creep up his face. _Yup, busted._

"I'm sure I have no idea what you're talking about." He muttered. She already knew that he thought she was awesome, she didn't need to know he'd gone any softer. She'd walk all over him at that rate. Heck, he had no idea why she wasn't already-

Gwen just smiled before darting forward for a quick hug. Ben inwardly patted himself on the back, even if he grumbled outwardly about girl cooties. Gwen just giggled. Pulling back, she smirked at him, raising her hand to-

Dangle their room key in front of his face, the one that was supposed to be in the back pocket of his jeans-

"Last one to the room sleeps outside!" She informed him before darting off.

_Crap. _"Get back here, dweeb!" She just laughed as he pursued her and he couldn't quite fight down a grin himself.

* * *

"This is so bogus." Gwen grumbled, looking up at the tall glass building in front of her; the mall. Beside her, Ben shrugged, looking a tiny bit woozy from the renewed heat build up. Fortunately, it was nowhere near as bad as yesterday. Whether that was a permanent thing or if it just meant he hadn't built up enough mana yet was up for debate.

"You're telling me. Five bucks for a hotdog? Rip-off if ever I saw one."

"Not that, you dolt! I mean grandpa's punishment! I don't need to be babysat!" Gwen yelled at him. Grandpa had decided, in his great wisdom, that if Gwen couldn't be trusted to not do anything stupid when she went out alone, she wouldn't be going out alone at all. _"I let you, a ten year old girl, loose in one of the biggest cities in the world because I trusted you __to be able to handle that responsibility__. If you want me to let you go off on your own again, you'll have to earn it." _He'd said.

"You go convince grandpa of that. I'll watch." The boy suggested cheerily. Turning her glare from the world in general onto the boy, she fought down the urge to throttle him.

"Whose side are you on?!" She snarled, knowing her eyes were spitting fire.

"Yours, dweeb. Duh. Always yours." Ben replied with a roll of his eyes, as if it was the most obvious thing in the world and not a pretty significant statement of loyalty that still threw her. Before she could linger on it though, he cocked his head, looking at her with a slightly hurt expression. "I didn't think you'd hate having me tag along with you _that_ much." _What_? Oh no that was absolutely not what she was saying-

It was exactly what she was saying. Sorta. Crapbaskets. "I don't mind _that_ you moron!" She snapped. "You're awesome, I just don't like the idea of being babysat by someone who's twenty minutes younger than I am!"

The boy just looked at her with a shocked expression before his face twisted into a grin. Gwen's brain caught up to her mouth and she facepalmed. "Can we pretend I didn't say that?"

"Not a chance. But I guess you have a point, I'd be pretty pissed too-" Ben cut himself off, freezing so perfectly that Gwen was worried that he'd straight up stopped working, before he smiled, slowly. It was a sweet, happy smile, accompanied by cheerful, laughing green eyes.

It made a lump of ice form in Gwen's stomach. "What?" She asked, warily, eyes darting around for a prank set-up she might have missed. But for all his talent in the art of being annoying, not even Ben could make something in the blink of an eye-

"I'm from the future." Ben said, smile expanding into a grin. "Three months, give or take a day. Which means..." He trailed off, eyeing her with far too much amusement.

Gwen felt her blood run cold, eyes widening and a drop of sweat roll down her back. _No. No way. No flipping way-! _"Don't say it!" She squeaked, but it was too late.

"Which means I'm older than you." Ben finished, the biggest shit eating grin in the western hemisphere on his face. He reached out and _pinched her cheek, _cooing_._ "But don't wowwy, I'll take good care of my wittle baby of a cousin."

Gwen groaned, batting the offending hand away, fighting down a rising sense of dread. "I'm still physically older, so you're not _really _older-"

"Funny that," grandpa started as he came up beside them with one of the ridiculously expensive hotdogs in his hand, munching happily. "because I recall a rant or two over the years about how 'teachers always treat you like you're a kid' while _mentally, _you're older and that people should 'totally' be treated based on their mental age instead." The man recounted, eyeing her with an odious twinkle of amusement. The absolute monster.

Gwen buried her face in her hands. Great. Now she was the youngest. The least experienced in fighting monsters and aliens, it seemed, if what Ben had hinted about their grandfather over the weeks was anything to go by. And on top of that? She was being minded, not trusted to go out on her own. It was official.

"I'm the baby of the group." She moaned and that was _so_ not cool. Beside her Ben snickered while grandpa patted her on her back comfortingly before the man moved into the building.

"C'mon! We're not getting any younger!"

"Yikes, if Gwen gets any younger, she'll need a diaper again." Ben muttered.

"I will hurt you for this, Tennyson."

"Sounds like someone didn't get her afternoon nap in."

Following her grandfather into the mall with the doofus beside her, Gwen glared at him. He grinned back. "I'm so proving that I'm the more mature one." She grumbled. Ben shrugged.

"Sure you will," Ben started as they came to a stop in the middle of the mall's ground floor, in front of grandpa Max. "kitten."

Gwen felt her face flush beet red. "I am not a baby cat!" She yelled, loud even in the crowded mall. Feeling herself flush an even deeper crimson, she ducked her head, glaring at Ben as he snickered at her expense. How had she _ever_ thought this brat was cool?

"If _both _of you are done demonstrating your childishness," Grandpa Max started, quirking a brow at them, "I'd like to explain to you how today is going to go." The man handed a credit card to Gwen. "Both of you are out of clothes." He remarked, bluntly, and Gwen winced. That much was true. She'd discovered on their third day on the road that she'd forgotten to pack most of her clothing other than underwear, so she was about as limited as Ben was in that regard, even if she washed them more often than he did. Or at all, for that matter.

But now… she looked morosely at her singed shirt, and her formerly white pants covered in black sooth stains. She hoped she ran into Kevin again someday. Because really, attempting to kill some bullies is bad. Attempting to kill her cousin was terrible. But destroying her only outfit for the summer?

He was going to suffer for that.

Ben was in a similar state, what with his shirt being busted… again. At least his new shoes were still intact. His jeans, miraculously, only had one tear on the left thigh. It could be passed off as fashion.

"I'm glad that my Plumber pension is good..." Grandpa Max muttered. "Alright, here's how we're going to do this. _I_ am going to the buffet over there, so you know where to find me. _You_" He pointed at the kids. "are going to buy yourselves some new clothes."

Ben seemed miffed. "Hey, why does the _baby_ get to handle the card?" He protested. Gwen smirked at him.

"Jealous, shorty?" Because even is she couldn't revel in being the older one she could darn well lord her height over him. She was rewarded by Ben screaming in frustration.

"I'm giving Gwen the card because if someone tries to mug her, I pity the fool." Grandpa deadpanned before quirking a brow at Ben. "Right now, the worst you can do is blow steam."

"That hurts, grandpa. That's hurtful."

"But not inaccurate." Gwen beamed at her cousin, reveling in his sullen glare. Oh yeah, payback felt _good_. She grabbed his wrist to drag him along. "C'mon freakazoid, follow the leader-"

"Hold up." Grandpa raised a hand, causing both children to look at him in confusion. There was a twinkle in his eyes that made Gwen's stomach tie into an uncomfortable knot. "I've had an extra night to think about a _proper_ punishment for Gwen aside from her not going out alone, and for a way to teach Ben to be more careful with his clothes and not rush into an energy barrage like a reckless child."

"It worked out fine-"

"You got lucky." Max interrupted. "Maybe you'll be less eager to do so if you have an incentive not to. You two will go shopping." Grandpa declared, look simultaneously stern and amused. "But Gwen will pick what Ben wears, and vice versa. And yes, you have to buy it. And wear it. Have fun." He waved cheerfully before walking off, leaving the children to watch him go with dropped jaws. They looked around the enormous, crowded mall, before turning to each other.

"…"

"…"

"...I'm putting you in a dress."

"But Gweeeeeen!"

* * *

Pulling a green dress out of the rack, Gwen snickered, holding it up for the doofus to see. "I think this is totally your color!"

The growl that answered her was music to her ears. She snickered before putting it back. Much as she'd love to put the doofus in a dress, he was picking for her. She had to give him some incentive not to pick something absolutely ridiculous. _Let's see… lame, lame, too good, wait-_

Reaching into the rack, she pulled out a plain white t-shirt Ben's size, with a black stripe down the front, looping around the collar, with another black stripe down the back. _Close enough to the one he lost… _She mused, feeling the material. _Way better stuff though. Honestly, it's too good for him._

_...ah, what the heck._

She took the shirt and walked over to where Ben was piling things in his arms. She spotted some cargo pants, and was that leather jacket with spikes-?!

"Are you trying to turn me into a Mad-Max reject?!"

"Wouldn't I be piling Hawaiian shirts than...?"

"Not grandpa Max you uncultured swine! The movies!"

"...darn. Missed opportunity- wait what's that?" Ben eyed the shirt in her hand with huge eyes. She rolled her own before holding it up for him and the way his pupils got huge was both totally weird and kinda like a puppy seeing something they liked. She could almost imagine him wagging his tail.

She scoffed. "So I was _thinking_ of getting this one for you, but with what you're getting me..."

He tossed the articles to the side and whistled innocently. She snickered. "You really want this one, don't you?" She teased and Ben sighed, looking down at his torn black t-shirt.

"Black just ain't my style, man."

Gwen nodded in agreement. "Yeah, it doesn't do anything for you. At least white sort of has a complimentary contrast going with your hair. Black is more _my_ speed."

"...who's complimenting what now?"

Gwen groaned, eyes rolling skyward. "I thought you were smarter now, doofus."

"Oh c'mon Gwen, you know how I use a dictionary."

"By slamming them shut hard to startle people?"

"Yes! Wait, no… actually, yes. Carry on."

Gwen groaned, though she had to grin as well. Absolute doofus. "Tell you what," she purred, gleefully watching suspicion creep into his eyes. "you get this shirt, I get to pick what I wear."

He eyed her through narrowed eyes for a long moment before nodding. "Alright, but I get final say."

* * *

"You know, doofus, this isn't half bad." Gwen remarked, eyeing her new outfit in the mirror. The pants were basically just a tan version of her regular white ones, but the black tank top was new. And the white cat face print on the chest was _way _cooler than her old one.

Try as they might, it was surprisingly hard to find a shirt that had wide enough sleeves to let the Omnitrix through, while still looking good on the rest of her. One of the reasons she could've ditched her own shirt anyway was because the left sleeve was loosened so much that it looked weird.

However, Ben's suggestion of a tank top to circumvent that wasn't a bad idea. And the pants had more stretch in it too, which meant…

dropping into a fighting stance, she went for a high kick, stopping it mid-air and reveled in not having to feel like she was going to tear her pants and the crotch area. Beside her, Ben got up from the chair he'd been waiting for her in and whistled. "Not bad dweeb. I'd bust a loin doing that."

"Don't I know it." She remarked before turning to face him and repeating the kick, stopping it right beside his head and laying her foot on his shoulder, tapping the side of his head gently. He hadn't even flinched, though he did roll his eyes at the tap with a smirk.

"Show off."

She smirked back. "Don't lie; you're impressed. You gonna try your shirt on?"

"I would, but there's a foot in my neck." He returned dryly before shoving it off his shoulder. Then he pulled his shirt off and Gwen facepalmed.

"Thanks for sharing yourself with the world, Ben. It's not like there's stalls right behind us for that or anything."

He shrugged, uncaring. "You're showing off, I might as well." He teased with a grin. Gwen snorted.

"Not much to show." Gwen remarked. Ben opened his mouth to protest before he seemed to spot himself in the mirror. He slumped.

"Aww man, I miss my abs."

_What_? Gwen quirked a brow. "You had abs?"

"Eh, more like pretty decent muscle definition. I did spent nearly all of three months being busy." Ben reminded her, poking at his belly morosely. Gwen laughed at him, even if her mind gave an internal thumbs up at what he was describing. She was not going to linger on that though, even in her head. She was pretty sure the blasted bird would manage to pick up on it be smug about it.

"You're welcome to join me for morning workout whenever, doofus." She teased.

"You're just looking for an excuse to beat me up."

"I'm just taking grandpa's words to heart. You're about as threatening as a puppy with a fever right now; blaster notwithstanding." She defended, giving him her most innocent smile. It did precisely nothing other than earn her a flat stare. Well. She guessed some things never changed with Ben. She decided to drop the conversation, instead giving herself a once over in the mirror. It was weird, seeing so much arm on her, but the weather allowed it most of the time this hot summer, and she at least had the Omnitrix to break up the monotony.

She turned to Ben. "So, Mr. 'I-have-final-say', can we get these?" She asked, striking a pose, cocking her hips with her hands on them, indicating to herself.

He eyed her critically for a long moment, and she tried not to flush under the scrutiny before he snapped his fingers and pulled something from the chair behind him. "Found these while you were changing." He muttered, handing her a pair of finger-less gloves; well, finger-less from the knuckle upward. She took them with a questioning look. Did Ben's inner fashionista just rear its head or…?

He rubbed the back of his his neck, looking embarrassed. "You, well, other you, you used be fine if you kicked someone, but you tore your knuckles a lot bashing faces in- and this time you can't heal yourself so- I guess it's stupid, give them back-"

She put them on, turning to the mirror with a gleeful smirk. Really. This Ben could be such a sweetheart sometimes. And they did kind of pull the look together, not too sweet, not too tough either. "I like it!" She decided, grinning at her cousin.

She thought he took slightly longer than normal to respond, but it might just have been her imagination.

* * *

The streets of New York were still crowded after dinner time, even if they were somewhat more manageable to navigate in the part of town that they were. The air was pleasantly warm, even if it still felt weird on her exposed shoulders. She'd get used to it, she was sure. The light was the same as yesterday, basking every other spot on the pavement in a soothing orange glow.

Her digital camera clicked, catching the monoliths basked in the light of sunset just right so that it reflected off their glass surface without obscuring the entire picture. Looking at the display, she smiled. _Nailed it. _She couldn't draw to save her life, but at least she could photograph things decently.

Looking up, she spotted Ben a bit further ahead, talking to Vilgax on his shoulder. A heated debate, by the looks of it, even if Gwen wasn't exactly paying attention to what he was saying. They walked into a patch of light and stopped, Ben gesticulating while the bird flapped his wings in response, and Gwen noted again that the bird's plumage looked gorgeous. Gwen grinned, raising her camera and calling out. "Hey doofus!"

He turned around, a curious expression on his face, open where she knew, she knew, there should have been irritation. Snapping the picture, she immortalized the improbable image. Glancing at the display, she walked over and held it out to him. "Aunt Sandra is going to love this one." She remarked. He took the camera and grinned cockily.

"Of course, I'm in it. But this looks pretty cool, it's like my hair is on fire!" He waggled his brows at her. "This flame theme is getting out of control." He teased, snickering. Gwen rolled her eyes, but couldn't deny it. The orange sunset light made Ben's hair look like a pool of lava, what with it lending his brown mane a distinctly reddish tint.

At least she had the answer to the question of how Ben looked in that light. He looked-

The bird shot her a look and she flushed, turning away. The smug feather rustling made her grumble. The click of a camera made her turn back to Ben, who was looking at the display, grinning. "Wow, this light makes you red all over, dweeb." Then he slid over beside her and raised the camera a little above their head, angling it so that the shadow his arm cast did not fall over them.

And then he put an arm around her bared one and she was not hyper aware of the touch _at all_. Soldiering past her discomfort (it was discomfort, darn it! Nothing else!) she placed her own arm around Ben's waist and she smiled at the camera and- nothing. Glancing over at Ben, she found him looking straight at the camera, pinched expression on his face. The bird looked unbearably satisfied. "I think Vil crapped on my shirt again." Ben forced out.

She couldn't help it as she burst into giggles and she would have fallen over if the snickering Ben hadn't held her up, pulling her to his side-

_Click_

Bringing the camera down, Ben looked at the display and grinned, angling it so she could see. "Now there's a happy little kitten." He enthused. The picture was of him holding her close to his side while she thought to get her giggles under control, him snickering at her and Vilgax poking his head in from where he perched on Ben's shoulder. Their heads were so close that they nearly brushed and their green eyes were dancing with mirth.

She took the camera from him before she looked up to see Ben and Vilgax exchanging the equivalent of a high-five, his shirt utterly devoid of any bird feces. She wanted to be mad at being played but…

She looked down at the picture and smiled. She'd let it slide.

"Hey, Gwen?" She turned her gaze to her doofus of a cousin, who'd stepped forward. He grinned, warmly, no hint of the cheek he'd just had in it. "Thanks." He said, before he raised an arm to rub the back of his neck, averting his gaze to the side, smiling still. "Even with, you know, the 'heat' and the total stress fest that was yesterday, I-" He swallowed, turning to look her in the eye again, the sunlight glinting off of his green orbs. "I had a _way_ better time here than last time around, and that's totally on you. Thanks for that." He finished, partly shy, but mostly so heartbreakingly sincere and she could jump for joy at the rare praise alone but to receive it so tenderly-

She froze, mouth agape, lips working soundlessly and- _crap._

His brow furrowed slightly in worry and he stepped forward. "Gwen? You okay? You're turning red. All over." He leaned in and raised a hand to her forehead, looking concerned as he took her temprature.

_Crap crap crap crap crap crap-_

"We- We should get back to the RV before grandpa leaves without us!" She stammered out, stepping away. Ben looked even more confused.

"Why would he do that-?"

"Reasons!" She squeaked, before spinning on her heel and marching back the way they came. Behind her she could hear the bird laugh uproariously.

* * *

A/N: Bit of filler before we move on from New York. Hope I didn't bore you to tears with the shopping trip. I'm having when to much fun with Gwen's crush. Sorry if I missed any errors or of things got messed up in transferring this to fanfiction; it's two o'clock here and I just wanted to get this out.


	6. Chapter 6: Being honest

Disclaimer: I don't own Ben 10.

A/N: Apologies for the long wait. Suffice to say that life wasn't exactly kind the last few weeks, which kind of made it hard to focus on my stories. And I'd rather release a chapter late than throw out a poor one. Apologies if I missed any errors.

* * *

"Okay," Gwen's voice drifted from somewhere due east of where he lay. "your turn. Ask away."

Ben stirred in the shade, not bothering to open his eyes. It was way to comfortable under the tree they'd claimed, the grass tickling his bared back comfortingly and the breeze a pleasant coolness on the otherwise ridiculously hot day.

"Would you rather," he cracked a yawn, "fight one horse sized duck, or ten duck sized horses?" He finally managed, lazily. Inwardly, he laughed. Good thing Vilgax had never attacked on a hot day in Virginia; they'd have been completely useless.

Gwen hummed. "Considering the square cube law, it really doesn't matter. The horses would freeze to death because their cells lose heat too fast and the giant duck would melt because-"

"No, no, no." Ben interrupted, swatting around with his right arm until he heard the satisfying smack of hitting her thigh. "You promised to be cool! No nerdiness!"

She sighed loudly in response, exasperated. "Fine, fine. Uhm… I'll take the ten duck sized horses."

"Why?" He asked, dragging the vowel out.

"Have you met ducks? Temper like you wouldn't believe."

"Huh. Birds with a temper. Now there's a novelty." Ben remarked, cracking open an eye to give the bird lazing in the canopy above them a pointed look. He got a glare in return and the avian started shifting-

"You better be darn confident in your aim, Vilgax, because if you accidentally hit me with the crap, you're my lunch." Gwen warned, not even opening her eyes. The bird seemed to think better of his plan of action and settled back down. Ben whistled.

"How the heck did you know he was doing that?"

"I've dealt with youfor a decade, doofus. I can _feel_ when someone is about to do something stupid."

"I guess that makes sense- hey!" Ben's eyes shot open and he glared at the redhead. She hadn't opened hers, instead basking in the shade with a small smirk, reminding him of a satisfied cat. A yellow cat, at that. Where Ben had opted to get rid of his shirt and stick to green shorts, Gwen had instead swapped her entire outfit for a yellow summer dress.

It looked cute. He was never telling her that. Ever.

"I'm not that stupid." He grumbled, turning his gaze back to the canopy.

Beside him, the girl stretched. "Eh, you have your moments. Jokes about eating the pet aside, I am hungry though." She rolled onto her side and put on her best beseeching look, eyes wide and warm. "Can you make us lunch?" She asked, sweetly.

...he honestly missed the days when he had been immune to her puppy eyes. He really, really missed them. Still, he persevered.

"Why do _I_ have to make your lunch? Do it yourself." They couldn't ask grandpa, the man would be dead to the world until around five. They'd spent more time in New York than in his timeline, so they really needed to step on the gas if they wanted to get 'back on schedule.' If they started diverging too much, his foresight would become useless.

But the old man had not been keen on driving through this heat, much less at a pace, so grandpa Max had opted to switch his rhythm around when they'd left New York, driving through the night when it was cooler and quieter and sleeping through the hottest part of the day.

This did leave the children to fend for, and entertain, themselves, something that was _way _easier with this Gwen than with the one form his timeline. That had always felt like forced cohabitation, at least until well past the first month, when they'd actually started appreciating each other more. It was way easier now, even if this Gwen had the habit of trying to get him to do things when he wanted to be a lazy bum.

"Because you're the only one of us that can actually cook something tasty with all the weird stuff grandpa puts in the fridge." The girl reasoned, never dropping the look smoldering look. Ben had to admire her appeal to his vanity. Old Ben would have walked right into that one. Well, if old Ben wasn't too busy being a jerk to her.

"Sounds like you're just trying to domesticate me." He countered, rolling onto his side as well to face her properly. She snorted, hair shifting slightly in the breeze. She hadn't bothered with the clips.

Another thing he found cute but would never, _ever_ tell her.

"'Ben the stay-at-home-husband' does have a nice ring to it." She snickered, red faced. The heat must really be getting to her. "What's next, an apron and a hairnet?"

Old Ben would've been offended at the dig at his masculinity. Heck, he'd probably have taken issue two weeks ago. But if anything, he'd learned that whenever he recalled how his old self would have reacted to something Gwen did, it usually worked better to do the opposite. Also, with the embarrassing amount of times where either Gwen or grandpa literally had to help him move about the RV if the heat became too much, he didn't have any masculine dignity left anyway.

"Only if it says 'kiss the cook.' And of course, gotta protect this coupe; it's my best feature." He winked at her, the effect ruined when he coughing up some steam. He wasn't sure whether his heat problem was making the summer day worse or better. On the one hand, it was more heat. On the other, he was so used to being cooked all the time these days that a little sunshine hardly fazed him.

Gwen didn't seem to notice his mishap, or at least she paid it no mind, opting instead to give him a thoughtful look. "I'd say your best feature is your eyes." Gwen mused before slapping a hand over her mouth. He grinned. She groaned.

"Can we add that one to the list of things that we pretend I never said?"

Ben chuckled. She had a list of things she wished she never told him, he had a list of things he'd never tell her. He suspected that their list was disturbingly similar. "Fat chance, cootie queen. I gotta go mark the calendar; another compliment! First my butt is hot, now this. You're on _fire_, dweeb."

"No you!" Gwen responded, not to be outdone, childishly poking out her tongue and causing them both to snicker like a bunch of five year olds, a snicker that turned into a helpless fit of giggles moments later.

Yup. Totally useless, the two of them. He loved every second of it.

Ben rolled back onto his back, laughter fading into a contend smile. Either Gwen would keep the ball rolling, or she'd go silent for a bit as well, just enjoying the company. He'd done a lot of that with his Gwen, by the end of their trip. He could recall that much. Entire days spend with the bare minimum of words passing between them.

Ben didn't like quiet at all, as a rule. Quiet made him think, and thinking made him miserable. But he hadn't minded the quiet with Gwen then. He still didn't know why that silence was companionable whereas all others were not. Maybe he could figure it out this time around.

This Gwen also had a way with silence, but it was, strangely, different. Whereas silences with his Gwen had been empty save for a feeling of comfort that he couldn't put a finger on-

"My turn for a question, right?"

Ben's lip curled. With this Gwen, silence just meant he was waiting for the next round of fun. It seemed she had given up on her quest to get him to make her lunch- for now. "Sounds about right."

"Let's see…" she mused, a finger on her lip, brow scrunching in thought. He found it enormously endearing, even if he knew it was a ruse; she'd thought of something ten minutes ago, he was willing to put money on it. "What do you like in a girl?"

Ben's brows quirked, giving her an amused look. Gwen was looking straight up at the canopy though, even if her face was a little red from the heat. Not exactly what he thought she was going to use her well planned question on but...

He shrugged. Fine. Gwen's head worked in mysterious ways, and while he prided himself in understanding what was going on in there most of the time, he'd never completely understand the girl. The girls in his class were always talking about that stuff too though, so maybe Gwen was just being typical for a change. Gwen always toed the line between being obnoxiously girly (as far as he was concerned anyway) and being so _not _girly that it was it's own brand of confusion.

Before he could answer to figure out what she was up to, his stomach decided to voice its own opinion. Loudly at that.

Gwen sat up, grin triumphant, pointing at him. "A-ha! You're hungry too! Knew it!"

Ben rolled his eyes. "Still not making you lunch, dweeb…" Aw, she looked genuinely sad for a second. Well, here was his cue. Old Ben would have reveled in that, so that left only one course of action. "_u__nless_ you help me." Because really, he didn't mind making her lunch, but he also didn't want to look like she could walk over him. She'd start thinking that he was a wimp.

And if it gave him an excuse to spend more time with his friend, well, was that so bad? He fought back a grin. _Friend_. He had a friend; officially this time. He still felt giddy about that, even if it was just the nerd queen.

_Don't kid yourself, Tennyson. You're happy _because _it's the nerd queen._

"Aw, can't do it on your own, old timer?" She teased, getting to her feet and holding out her hand to him. "Do you need help getting to the RV too?" Ben resisted the urge to snicker. Leave it to Gwen to turn one of his finest past victories into ammunition for teasing.

"I can manage just fine, whipper snapper. Just want you there so I can show the babies how we did it in my day." He countered as she hauled him up.

"So you're gonna show me how you hunted dinosaurs for food?"

"Already did that. It's how we met the bird." Vilgax squawked in agreement from the canopy.

Gwen grinned, a sunny little thing that made him want to smile till his face hurt. "Pretty sure one of the things in the fridge is dinosaur meat." she started for the Rustbucket, turning her head to give him cheeky wink as she went. "You can show me how it's prepared, old man. If we wait any longer, I'm really gonna eat Vilgax."

"Should just let her do it..." Ben muttered to himself when she disappeared into the RV, following at a more sedate pace. Glancing up, his lips quirked at the warm weight settling on his head, he smiled ruefully. "Yeah I know, I do kinda like you, but she can't know that. She'll never let me hear the end of it. And there's like a _ton _of things that I'm never going to hear the end of already."

The bird squawked as they started to move to the RV as well.

"Yes, I am talking about you. Not her."

Feather rustling.

"Of course I like her. She's my friend. Kind of in the job description- oh for- not like _that_, you crazy bird. We've been over this."

Entering the relative coolness of the RV (surprising, really, but it seemed the shade had done its job), he quickly spotted Gwen putting two pans on the stove before opening the fridge. "C'mon doofus! Move your butt!"

"Sure." He shook his hips. "Like that?"

Gwen's face twisted at if she'd swallowed a lemon. "That was a lame dad joke. Have some self-respect." Neither of them really minded their volume; if grandpa's snoring wasn't waking him up, their banter wouldn't either.

Ben snickered, joining her at the fridge, peering in. Yup, eggs and locusts it was. Unless they wanted to chance the squid. Vilgax hissed on his head at the tentacly mass. Yeah that was a no. But…

"Is that bell pepper?" He asked, leaning in directly beside Gwen to get a closer look. She gave him a look askance.

"Why hello there kids, today we're going to talk about this thing called 'personal space.'" She grumbled. "How the heck did you and other me get this comfy anyway?"

"I thought you wanted to discuss my non-existent love life. Choose wisely, brainiac." He reached in and found he'd been right. Bell pepper, three kinds. Sweet. "We're tossing these in. Oh," he stood and reached into the cupboards, pulling out-

"Chicken spice?" Gwen asked, giving him an odd look. "For locusts?"

"Nope." He grinned at her, waggling his brows. "For the eggs."

"...you had my curiosity. Now you have my attention."

Ben just grinned shooing Vilgax off his head before lighting a fire under the pans and getting started on cutting the peppers while Gwen kept a weather eye on the stove. At around the two month mark of traveling with grandpa, Ben and Gwen had decided that if they were going to survive, they needed to learn how to cook, if only so they could beat grandpa to the punch and make sure that whatever he served was actually dead.

Several online courses and a few false starts later and they were good to go for most simple things. It had been a surprise to both of them that Ben in particular had actually _liked _cooking. It gave him something to do with his hands, occupied his mind and got him something tasty to show for his efforts, what more could he want? Gwen had liked it too, so much so that-

"_We gotta do this for our parents when we get back, doofus." _

"_Can you imagine the look on your mom's face? How's that for 'never gonna amount to anything'?"_

Ben felt his smile dim, his cutting slowing to a stop.

...they were never going to do that, were they? Not with him here, not with her there. Not with her _gone_, or as close to gone as you could be while technically still being alive. His shoulders sagged and he sucked in a steadying breath, leaning on the counter. He was _not_ going to cry. Not when the dweeb was _right there._ Not ever-

Warmth engulfed him from behind, circling around his shoulders, and equally warm breath tickled his neck. He couldn't stop a smile at the gesture, heartened even through his misery. His Gwen had been great at knowing when he needed a hug, but it taken her _months_ before she'd learned that.

This Gwen had needed a little over two weeks.

"Sorry." He muttered, taking a quick glance at the stove to find that the dweeb had quickly shut the gas off before glomping him. Leave it to Gwen to think of everything. "Bit melancholy today."

She huffed a laugh. It tickled his neck. "Now there's a four dollar word." He couldn't see her face, but he felt her turn serious. He could tell by the shift in her stance, by the way she tensed. "Do you want to talk…?"

Honestly, he didn't. Not really. It would just be picking at the hurt, and he didn't think it would really matter much anyway; Gwen was clever enough to figure it out. But he didn't want to linger in this mood, either.

He turned around, causing her hold to slip, even if her hands still lingered near his elbows. He'd guessed her expression right, worried green eyes meeting his. He smiled at the sight. Worried, but sharp none-the-less.

It made his mouth go dry. Though that could've just been the heat. "I..." He swallowed. "I don't. Wouldn't make it better, anyway."

For a split second, Gwen looked like she wanted to push it, worrying her lip between her teeth, but instead she nodded. "Okay, doofus." She agreed, voice soft, tender even.

He could tell there was something else. She was shifting back and forth on her feet. She felt antsy. He could feel the indecision-

Something tugged at his mana, hard, as if something had grabbed hold of it and was trying to wrest it out of him forcibly and he gasped. _What the heck-?! _He clutched his chest, frowning.

"Ben?"

That hadn't happened before. His gaze snapped to the window, looking past the tree they had been lazing so comfortably under, to the forest. Yes, there. Not in it, but beyond it. He could feel something… calling. Something big, writhing and _hungry. _It filled him with a familiar dread but he couldn't quite pin it and would it kill his memory to be a little more consistent at times like this-?!

Fingers pinched his cheek and pulled his gaze back to his cousin. "Cut it out, doofus. You're scaring me." ...funny, how an admission of fright sounded like she was scolding him. Sometimes, Gwen was living proof that attitude could matter more then substance. "What's up?"

Ben swallowed, gaze slipping to where he felt the distant… hunger. And cold. Colder than he'd felt in months. "There's something out there. My mana is... drawn towards it, but it doesn't like it." Honestly, Gwen wasn't the only one who was scared. This feeling frightened him, in a way he couldn't put his finger on.

Fingers brushed his elbows and he turned back to the girl- had they been standing this close all this time? He was pretty sure there was a quip about personal space to be made, especially after she fuzzed about it, but the words died on his tongue at the sight of Gwen determined expression.

Sometimes, he forgot how incredibly reassuring it could be to have that determination at his back.

"You stay put." She told him. "I'll go check it out-"

"Absolutely not!" He cut her off, finding his words. She rolled her eyes.

"I'll just go XLR8 and scout it out. I'll be back in a second, grandpa will never know you didn't babysit me properly." ...right. She was still under 'house-arrest' for her stunt in New York. He'd honestly forgotten about that.

Still. He grasped her right hand to ensure that she wouldn't pull a fast one on him and ram the dial, ignoring her protesting squawk and red face. The bird on the table laughed at them for some reason, but Ben didn't care about that either. Instead, he found his own determination.

"No. We'd do this together, remember?" Completely irregardless of grandpa's punishment, Ben was not letting Gwen out of his sight. Not after Kevin. And that had precisely nothing to do with any trust in Gwen's capabilities, but everything to do with wanting to keep her save. Despite knowing that she could beat the pants off anything she could possibly come across.

And yet. "Stay right there. I'm gonna get my blaster. And a shirt."

* * *

By some miracle, Gwen actually listened. He'd honestly been worried that she would just slam the dial and race off, but clearly some part of her hadn't wanted to risk it. He liked to think that she stayed because she really did want to do this together, but it was just as probable that she was afraid he'd tell grandpa if she pissed him off over this.

Either way, it hadn't stopped her from grumbling as they trekked through the forest in the direction of where Ben felt the hunger was coming from..

"Kick butt for weeks on end but doesn't trust me to do _anything_ on my own because I messed up _once_..."

Ben sighed, exasperated. "I told you, it's not like that."

"Then what is it like, lame brain?" She snapped, crossing her arms and for crying out loud had she always been this petulant?

...well, yeah. She had been. But he couldn't give her grief about it as he'd been in the exact same mindset when she'd complained about him having to babysit her three days ago. And he got that she still didn't like the idea, and that that had nothing to do with _him._ She explained that.

But it was a bit harder for him to explain that the reason he wanted her in his sight had nothing to do with her or her abilities, but everything to do with him and how he remembered nearly losing her far too many times. It was terrible to remember, let alone share. He wished those things had never happened, even as every single one of those times had driven home how much he actually cared about his stupid cousin.

He already knew now, and had no intention of relearning that lesson the hard way again.

But for all that, he didn't want to explain himself. Not extensively, at least. But that didn't mean he couldn't be truthful.

"What part of me trying to be your friend was unclear?" He grit out, turning to her in full when she stopped to give him a stunned expression that really had no business being there. Whatever. He needed to be clear on this. Gwen feeling like she had something to proof led to things like Lucky Girl, or the debacle with Kevin. Both of those had turned out way better than he could have imagined, but he didn't want her to feel like she needed to go off.

"I'm not here because I think you can't do this alone; I _know _you can. Same way you could've handled Kevin alone." Likely not without using the watch, but that was beside the point. Scared as he'd been for her that night, he knew, even then, that she didn't need him there. "I'm here because I care about my best friend and it makes me feel better. And you did promise we'd do this together." He reminded her, pointing an accusing finger at her.

Gwen's face shifted from surprise to something so tenderly hopeful that it hurt to look at (which possibly meant that he was completely enraptured), but then she dropped her face into her hands and sighed.

"I'm doomed." She said, and Ben was pretty sure if the stunned realization in her voice meant anything, it was that she wasn't talking to him. "I'm so, so doomed."

"Err, Gwen?" He asked, distantly hearing the bird laugh uproariously somewhere above them. Stepping forward, he placed a hand on her shoulder- did she just_ shudder?_ "Gwen, you okay?"

She knocked his hand aside and pushed passed him and the undergrowth. "Just fine. Let's get this over with-" She gasped and Ben immediately shot through the last of the forest, joining her in the clearing beyond to find-

The boy felt his blood freeze in his veins. He knew what town they were near. He knew what day this was. He knew they needed to get back to the Rustbucket-

"It's a circus! Awesome!"

...he'd forgotten that Gwen loved the circus. Coming up beside her, he grasped her elbow to get her attention. "We gotta get back dweeb, right now." He said in a rush, already making to pull. He could feel a gnawing, roiling hunger coming from the main tent, he could feel his mana being pulled there, not out of him. Not yet. But it wanted to and he knew those tents he knew this feeling of dread-

Gwen dug her heels in. "No way!" She snapped as he stumbled, recovering quickly and gritting his teeth. "We gotta check it out at least!"

_Breathe in, breathe out. You're spooked because the clown is here, somewhere. No taking it out on the dweeb. She can shove your foot up your butt… or make a sad face. Just as bad._

"Seriously dweeb." He got out, giving her an imploring look that he hoped conveyed how much they needed to get out of here even if his words fell short. "I know this troupe. They're bad news. We need to _go_."

His stomach chose that moment to remind them that they'd walked out of the RV without lunch. Ben gave it a foul glare, one he turned onto his grinning cousin when she giggled. "I'm sure they have lots of food stands here." She remarked, offhandedly inspecting her nails. "Lot's of tasty unhealthy stuff. You know, the sort you _love._"

Darn girl knew him too well. Still. "What part of 'these guys are a major threat' did you not get? Also, we've got no money-"

She pulled a handful of cash from the dress' lone pocket, quirking a brow. He just stared at it for a long second before looking her dead in the eye. "Did you seriously rob grandpa? Why?"

"Uhm, I figured that after we were done here, we could go into town and get some _normal_ food. You know, just the two of us." Well, at least she seemed properly ashamed, red as her hair. "Are we really going to be in any trouble if we go scout the place out more thoroughly and get something good?"

It was, he realized, a genuine question. She wasn't making the same mistake as with Kevin it seemed, and seemed to trust his judgment call on whether or not to stay. That felt kind of odd, to be honest, cuz while he_ wanted_ to be taken seriously in these things by Gwen, he hadn't actually expected her to. It was also the perfect opportunity to get them out of there because he knew she'd follow him he said 'yes' but…

He sighed. The circus grounds were full of shops, tons of people milling about. They'd only be in any real danger if they attended the show, which wouldn't be until tonight, and they weren't going to. As long as they avoided the clown, which shouldn't be hard considering how small they were in the crowd, they should be fine.

She must've read that sigh correctly, because she doubled down, stepping up and giving him the biggest, saddest puppy eyes she'd _ever _thrown at him, not just in this timeline but the previous one too. He scrunched his eyes shut, but the image was burned into his brain. "No. No. Absolutely not-"

"Pleeeeeease?"

He sighed again, louder this time, shoulders sagging. He opened is eyes to glare at her. The look of unholy glee on her face should have broken the spell. Instead, he wanted to give her what she wanted even more. Not because she deserved it, or because it was smart, or even because she manipulated him into giving in by pushing all of his weak spots. No, he kinda wanted to give it to her because it would clearly make her happy.

He was pretty sure that he had gone stark raving mad. He pointed his finger in her face, narrowing his eyes. "The _second _ I tell you we're going back..."

"We go back, I promise. Promise. See? No fingers crossed."

"Show me the toes."

"Wow, the future's really made you paranoid, huh?"

"_Toes_, dweeb."

Sighing, she kicked off her slippers, wiggling her toes at him. Not crossed either. Good. His Gwen had gotten him with that trick once. He hadn't even known toes could be that flexible; then again, the cross she'd made with them hadn't been very good. They'd spent two hours debating the validity of that one. He couldn't recall what the final verdict had been; he'd gotten distracted when he found out that the foot Gwen had proudly displayed crossing its toes was ticklish.

"...fine." He grit out. The resulting squeal of excitement almost made it worth it. The subsequent hug _definitely_ made it worth it a hundred times over. "Stop it, you're gonna make me stop regretting this." He groused, fighting very hard to contain his grin and to not hug her back.

He may have failed on both counts. Spectacularly.

* * *

He really should be telling Gwen about Zombozo. About his circus freaks. About their strengths, weaknesses. Anything she might need. Because he was certain that both she and grandpa would agree that these guys needed to go down.

But he hadn't exactly counted on the circus grounds being so _fun. _He still didn't like clowns, and every time he spotted one his heart jumped in his throat for fear it was Zombozo, but he didn't dislike them as a rule anymore. Not enough, at least, to try to hurry Gwen out of there.

They ate horrendously greasy food (seriously who puts sausages on a stick?), Gwen moaning all the while about how it was going to make her fat. She still ate with relish though. Finishing his own sausage on a stick, he was mentally preparing to leave. They'd gotten what they came for, food, and scouting further wasn't needed.

She bumped his shoulder as he chewed. "Wanna go check out the games?" She asked, sweetly. He gave her a flat look because he knew what she was doing. She was just going to keep piling on things every time something new 'occurred' to her (as if she hadn't been planning this) and guilt tripped him into coming along. She'd done that lots on grandpa in the previous timeline; something that had become very effective on him as well when he'd lost the ability to say 'no' to her sad face.

Not that she was giving him that. It seemed to, again, be a genuine question and he had no idea what to make of that. Deciding that he didn't want to spend all day fighting her over these things, he simply shrugged. "Lead the way, dweeb. But I'm warning you: I'm gonna beat you at all of them."

He fell into step beside her as they eyed the crowd, the afternoon sun beating down harshly on them. He puffed out some steam, but waved off her concerned look. Yeah, it sucked, but it wasn't as bad as it had been in New York. He'd need at least three more days of build up before it got that bad.

Gnawing on the stick that was all that remained of his sausage snack, he made to step forward, but his brain fizzled to a halt when fingers threaded through his. His glanced first at the hand entwined with his before turning that gaze on the girl beside him, but she was just looking ahead, a faint, shy smile on her face.

It had no business being adorable. It hadn't _ever_ been adorable on his Gwen, save for _perhaps_ the time she asked him to dance at Joel and Camille's wedding with that same smile. But that had been different. She'd had a cuter dress working in her favor and wasn't melting. And yeah, he could admit (under pressure) that she'd looked good. Better than he had at least, with grandpa's old doofy tuxedo.

But she wasn't looking half as good now. Sure, the yellow dress was cute, but the fine sheen of sweat that covered both of them did it no favors. Nor did it help her pinless hair, which was a shade or two darker than it usually was on account of it and way messier than usual.

Her smile had no business being adorable so why was he gaping like a fish?

"Just making sure I don't lose you in the crowd." She explained, sounding almost nervous. He swallowed and licked his lips, mouth dry again. That made twice in under an hour.

"That's fair." He agreed, voice hitching a little. He may have imagined the tension in her shoulders relax.

She moved forward and he didn't resist her as she pulled him through the crowd, letting her guide him. He was glad that she was more level headed than he was, because he wasn't quite there. Above them, Vilgax circled, following them at his own pace.

Ben could feel the smugness though. He pulled the stick out of his mouth and hurled it at the bird, smirking when he heard an indignant squawk above. Gwen giggled, looking over her shoulder with a grin. "Nice one."

"He was being unbearably smug. We nearly there?"

"I thought it was around here- oof!"

Turning the corner, they ran into a wall; at least it felt like a wall to Ben. A solid wall of cold and hunger-

"My my, what have we here?"

Ben felt his blood run cold. He trailed his gaze slowly from the oversized shoes, up to pants and buttons of the man's outfit, seeming completely unbothered by the heat. In fact, Ben considered as the man -_monster, it's a monster_ knelt to his eye level, he seemed to not just to ignore the heat, but suck it in, draining the world around him off light and joy where he passed. The grin the clown gave them and the gleaming of the blue orbs on his sleeves and in his hat equally menacing to the boy.

"Why, aren't you two just the most _precious_ little children. So full of _joy._" Zombozo coed. Beside Ben, Gwen seemedpolitely curious, even smiling faintly, if bemused. Ben knew her well enough to spot the way she steadied her stance, the way she flexed her fingers, to either bring up her hands in an attack or to slam the dial of the watch.

Ben didn't do any of those things, mind instead flashing to images of grandpa slumped over the steering wheel, of Gwen prone on the ground, of being trapped in a nightmare of the clown's making-

"Especially you, my dear boy." The circus master grinned, bringing up a hand, beckoning with a clawing motion. Ben instantly felt that hard tug on his mana again, but this time it left him too, disappearing from inside him and sucked into the orbs on the man's clothing- and he felt cold. Colder than he had since he activated his mana, and not just metaphorically for a change. The monster grinned. "So full of _joy. _I could feel you from a mile away."

The cold lasted only a few seconds though, as his mana resurged with a vengeance, heating him to normal levels moments later. Ben felt better, and stronger, for it, but the gleeful smile the clown gave at his second wind dashed any confidence he might have regained.

"So very, very full of joy." He mused.

Ben realized his mistake then, and felt like punching himself for being so stupid. He knew they'd met Zombozo around this time, in this area. He knew the clown powered himself by stealing joy, and he knew that mana was pretty closely connected to the essence of who a person was, including their emotions. He should have known that the gnawing hunger pulling on his mana was the clown and his machine.

And he should have known that if _he _could feel them, the clown could feel _him_ as well.

"I'm sorry sir," Gwen said, coming up beside him and putting comforting hands on his shoulders. "I think we better go. My cousin's not feeling well." That much was true, he was feeling like he was freezing, boiling, and at the bottom of a lake at the same time. Glad that Gwen still had the presence of mind to be useful-

"Aw, I'm so sad to hear that." The clown admitted. "Perhaps this will cheer you up!" He waved his hands, and in a puff of smoke two tickets appeared. He held them out for the children. "Two tickets to tonight's show." The circus master explained with a grin. "And the after show, only for our special guests."

Ben wanted to scream that they weren't coming to his soul sucking show, and that they were going to burn his tent to the ground before he'd ever think of hurting anyone like that again. But nothing came out.

Gwen came to his rescue again. "We didn't bring any money..." A patent lie, but she sold it well. The monster waved her off, though.

"These are for free; what sort of clown would I be if I didn't try to cheer the little one's up? Just be sure not to tell anyone I'm passing out free rides." He grinned, leaning in, whispering conspiratorially. "It'll be our little secret, okay?"

Ben tried his best to muster_ any_ sort of response, but Gwen beat him to the punch, accepting the tickets with a big grin, glancing around as if to make sure no one had seen them receive the gift, practically oozing giddy exitement. "Thank you sir!" She enthused. He could easily read the falseness in the expression, but the clown was clearly clueless. "If this little guy is feeling better, we'll be sure to show up."

"I look forward to it." The man purred, rising to his full height and gesturing for them to pass. "Enjoy the fair."

They shuffled passed him, until Ben could no longer feel the man's eyes on them- and then he grabbed Gwen's wrist and ran. He pushed through the crowd, not caring that he stepped on some toes (literally in some cases) and ignored Gwen's protests and requests to slow down.

They cleared the circus grounds in under a minute, but he kept running through the forest because he could still feel the monster's mana and that gnawing hunger weighed on him like a physical thing- a cloak that was draped over him, dragging him down, or like a web he was caught in-

He took another step forward and it was like the sun peeking from behind the clouds on a gray day, the heavy weight of Zombozo's presence lifting off him and he could finally breathe again- which he did heartily, sucking in mouthfuls of air as he collapsed against a tree. Up in the canopy, he could hear the branches shift as Vilgax landed. The squawk send his way had a distinctly worried quality to it; though that might have been wishful thinking.

Gwen was a steady head beside him. "...you okay, doofus?" She asked, trying very hard to sound neutral but instead…

She sounded scared. And that wouldn't do; Ben was supposed to be the competent one here, not the one that melted down over a fear he'd already conquered once.

"...yeah. Yeah, I'm good." He grinned ruefully at her, straightening. "Kinda panicked there, sorry."

She shrugged, the casual gestured belied by the tension in her shoulders. "Eh, always knew you were a wimp. By the way, can I have my hand back?"

Oh right he still had that one- crap, those indentations had not been there before. Snatching the hand back as soon as he'd let go off it, he cradled it in his own and whispered a healing spell. "Sorry." He muttered. Wow. He was on a roll here, in all the wrong ways.

"It's okay." Gwen said, calmly, eyeing him thoughtfully before pulling her hand back and placing both on her hips. "I guess you weren't joking when you said these guys were trouble." She mused, ruefully.

He chuckled humorlessly. "Understatement of the decade."

"Until one of us makes a new one in the next hour or so."

He snickered, feeling the tension slowly drain from him. He looked at her and grinned. She smirked back. "That's better." She enthused, before jerking her head in the direction of the clearing with the RV. "Let's roll. We got a grandpa to wake and battle plans to draw up. Let's beat the pants of that clown."

He grinned back. Before his gaze softened, taking her in.

She wasn't scared. She was worried, but she didn't let it immobilize her. And she was gearing up to save the day. Her stance was strong, her smile was confident and her eyes were blazing. He soaked it in. It was so much easier to not be afraid of the clown when he knew how badly Zombozo was in for it.

"You asked me what I like in a girl." He mused, taking in how her expression shifted from calm determination to adorably curious with a touch of wonder. He swallowed. It probably wasn't how she meant the question, but Gwen was smart enough to figure out what he meant.

"I like it when they're you."

She froze completely, and after five solid seconds of that he was starting to worry that he'd broken her, or that she really had interpreted that wrongly- but then she sighed, throwing back her head to glare at the canopy; at the bird, to be precise. "Fine. You win."

Before Ben could ask what the heck she was on about, her gaze snapped back down and she leaned in to peck him on the cheek, so quick he barely registered it until it had passed. His hand trailed up to his cheek as his brain stuttered to a halt.

Gwen didn't pay him any mind though, instead jabbing her index finger up at the bird. "That's all you're getting, you overgrown chicken! Deal with it!" Before she stormed off in a huff. Ben watched her go, mind still reeling.

He looked up into the tree to see the bird look down on him, smug as ever. He felt his face flush, brain kicking back into gear.

"Oh, go fight a seagull or something. Gwen! Wait up!"

* * *

A/N: Hope it was somewhat worth the wait. Next up, taking the clown down.


	7. Chapter 7: Going hero

Disclaimer: I do not own Ben 10.

A/N: Yes, I know that in the episode the getaway boat is rowboat. I refuse to accept that the getaway boat is. A. Fucking. Rowboat.

Don't get used to this chapter length. I know I say that like every other chapter but I mean it damn it.

Apologies for any editing mistakes, fanfiction often swallows up spaces and letters like that one crazy uncle hogs all the chicken and Christmas dinner.

* * *

"I'm not jumping into that."

"You have to jump into that."

"I refuse!"

"Don't be a wimp! I did it last time."

Gwen peered down distastefully into the water below, pitch black underneath the night sky safe for the reflections cast from the boardwalk. Yeah, no way was she getting her dress wet with _that. _"Why are we doing this again? I thought we were going to kick clown butt!" She stalled, grimacing.

"Because we're still working on _how_ we're going to beat the clown. And the bad guys are going to make a getaway with the boat down _there,_" Ben pointed to the small speeder tied to the bottom of the boardwalk across from theirs, "and we need to stop them. Can't let the little things slide."

"Why can't you do it again?" She protested. "You'd love to take a dip in that filth. Might cool you down."

Ben actually looked sorely tempted for a moment, blowing out a puff of steam, before his gaze slid to the other boardwalk. "Yeah we kinda need Ripjaws for this one- there they are!" He pointed to a ladder where two men were making their way down to the speedboat. Gwen sighed.

"Still not doing it!" She protested. "We'll just catch them when they stop. The RV can keep up." Or XLR8, for that matter. She didn't need to-

Ben threw his arms around her shoulders and drew her to him and Gwen screamed inwardly_. _Before she could chew him out over personal space, or indulge in the violation thereof, she was met with a grin- and felt her blood run cold.

"Ben! Don't you dare-!"

"Geronimo!" The boy exclaimed, gleefully throwing them both off the boardwalk, cold water slapping Gwen in the face moments later.

Ben immediately let go as soon as they hit the water, letting her swim to the surface, whipping around to see the soaked boy paddling beside her, giving her a cheery thumbs up. "Up and at em, officer dweeb!" Swimming over, he grabbed her arm and slammed the dial for her.

The eerie sensation of every molecule in her body being restructured washed over her. Ben had once likened the feeling to a shot adrenaline. Maybe he felt like that because to him, it was just a transformation.

To her, it was more than a little disconcerting the longer she thought about it; so she didn't.

Instead, she just turned her now finned head to glare at the doofus still grinning beside her. "You are so dead." She growled before swimming off, hearing him trying to keep up behind her and naturally failing. She didn't need alien powers to out swim Ben; though she needed all the power she could muster in general not to snicker at him singing the Jaws theme as he swam. She was still mad at the little twerp after all.

Coming up to the boat, Gwen wasted no time, accelerating rapidly before shooting out of the water, her slender but hard head colliding with that off the nearest burglar, knocking him down into the boat and out cold. The other burglar decided he was having none of that and began climbing back up the ladder again, only to be shot in the back by a blast of energy halfway up. He cried out, but did not let go.

"Oh no you don't!" Ben growled, paddling in the water near the boat, blaster raised at the man. "Come down nice and easy and maybe we won't feed you to my cousin!"

Gwen gave him a flat look. "I am so not eating that. Who knows where he's been?"

"Hey now, we're already arresting them, no need to hurt their feelings while we're at it."

"So knocking them out is cool, but hurting their _feelings_-" The thief jumped down from the ladder, landing with both feet in her chest and pushing her from the boat _hard_. _Sure. Let myself get distracted by __a__ doofus, and so I become one. Thanks for the lesson, __universe__. _

She surfaced just in time to see Ben, who had climbed into the boat himself, get knocked out of it just as hard with punch to the face. And as much as she could appreciate the karmic justice in that, she did swim up to him to see if he was alright. "Ben?"

Distantly she heard the motor of the boat starting up. Ben waved her off, one hand to his bleeding nose. "Just fine! Get him!"

Gwen nodded, tearing off after the boat. Earlier experiments with this form, and Ben's observations on it, had taught her that because the female form of Ripjaws was more streamlined and slender, it was way faster. She proved as much when she easily caught up to the boat and launched into it, knocking the man over; but not knocking him out like she had the other.

He eyed her fearfully. "Please don't eat me!" He pleaded, tearfully. She snorted. It sounded really weird in this form, like she had wad of snot she needed to expel.

...maybe she had spent too much time around Ben. Her analogies were getting a little gross. Before she could reiterate that she was not going to eat him, a beeping sound took them both by surprise, and a flash of green later she was Gwen again. A Gwen with a soaking wet yellow dress that was _just _on this side of not being completely ruined.

She was so coming for Ben when this was over, and not just for the dress.

The man, taking her in, seemed to appreciate his odds a lot more now, rising to his feet and cracking his knuckles, stepping over his passed out comrade. "Not so tough now, are you, you little freak- ow!"

Gwen wasted no time to kick him in the groin, using his doubling over as a way to grab both of his ears and pull her head back to plant it firmly in his nose, causing him to howl in pain. She shook off the dizziness herself and launched again, climbing into the man, using his upper leg as a jump off point to scissor her legs around his neck and then use her momentum to drag him face first into the side of the boat, knocking him out and _probably _giving him one heck of concussion.

In the ensuing quiet, Gwen caught her breath, cracking her neck with a wince. Good thing she'd managed to take out the other one and that people always underestimated her, or she'd have been swimming with the fishes right about now.

"Yeah yeah, blah blah. Look, I feel you; my cousin is _very_ punchable." She admitted as she took control of the motor and steered the boat back around to the ladder, where she could see the distant police sirens waiting. "But only _I_ get to punch him."

* * *

Ben sighed, contentedly, feet dangling of the edge of the boardwalk, relishing the cool evening breeze on his soaked clothing and skin. The water wasn't nearly as bad as Gwen made it out to be, the wuss, but even if it had been, the feeling of finally being cool would have been worth it.

His sigh exhaled a puff of steam, and he smiled, watching it dissipate until it was gone. While Gwen had gone to take out the criminals, he had gone to get the police, which he recalled had already been close by. By the time they'd returned, Gwen was already mooring the boat near the ladder with two unconscious thugs on board.

"_Ahoy there, sailor!"_

"_Still mad at you, freakazoid!" _

A shadow fell over him and he glanced up; a glance that quickly turned into a grin, taking in her slightly flushed appearance and the way her eyes positively glowed with adrenaline. He remembered that feeling. It was_ good._"So what d'you tell them?"

"We tumbled off the boardwalk; you hit the water, I hit the one dude, knocking him out. The other one accidentally started the boat when he startled and fell over afterwards, knocking himself out."

...well that was a logistical nightmare to visualize. "If I hit the water and you hit the boat, why are _you_ wet?"

"Fell out panicking before I crawled back in and turned the boat around." She recounted, standing beside him, looking out into the night. He was more focused on her.

"...they bought that?"

"I sold that. Speaking of my wet dress though..." Gwen's face went from neutral to icy in the span of a second, green eyes zeroing in on him, spitting green fire. He swallowed. _I guess I always knew __I would die__ like this. _

"Say, did I mention what a _fantastic_ job you did-"

She kicked him off the boardwalk.

* * *

The first thing that greeted Ben when he slogged into the RV with a scowl was grandpa Max, the bird perched on his shoulder. The man gave him a sheepish look. "Tread carefully."

Ben's shoulders drooped and he sighed. "Seriously? Over a wet dress?" He asked, incredulous.

Grandpa Max shook his head, the bird mimicking the motion on his shoulder. "No, it's a little more serious than that, son." The man gave Ben a meaningful look.

The boy bit his lip, nodding. _Alright gramps, I'll go see what's up. _

He found the dweeb lounging in her bunk, idly flipping through her notes on the Omnitrix. She'd forgone her dress for a tank top and shorts. He was still getting used to that; sometimes it felt like she'd been wearing that blue and white cat print shirt for three months straight.

He grinned, even if she wasn't looking at him. "Hey, where'd the dress go-?"

"Hanging out to dry. You probably passed it." Came the curt response. She didn't even look at him.

"Err, okay." He swallowed, averting his gaze, rubbing the back of his neck. Drat, this used to be so much easier when he could just ignore it when Gwen was mad at him. Or revel in it. Now though, he could see all the little twitches of suppressed anger, down to the way her brow quivered a little because she wanted to glare at the world but didn't-

He could see she was livid. And he couldn't pretend that he didn't care about that anymore. "Look, I'm sorry about dragging you into the water, I just really needed you to get on the job-"

"XLR8." She cut him off, slapping her notebook shut, twitchy anger giving way to focus in the blink of an eye.

"...what?" He asked, dumbly, shuffling to the edge of the backroom, in case he needed a quick getaway. He knew that focus.

"XLR8," Gwen repeated, turning to face him, legs swinging over the edge of her bunk and raising her index finger, "could have gotten over there and knocked them out before they even started the boat."

She raised a second finger, rising to her feet. "Stinkly could have flown over and plucked them both off; it's strong enough for that. Or I could've just dislodged the _engine_ while they were freaking out about a _giant bug_ coming their way." A third finger, a step forward.

"Same for ghostfreak." A fourth was added, a final step closer. "And finally, Diamondhead could've used his projectiles to puncture the boat. We weren't that far away, and it was a large target. Kind of hard to get away when your ride is sinking." A fifth finger, and her sharp look turned into something more heated. "Same for Heatblast, now that I think about it. A burning boat _might_ not sink immediately, but if I hit the engine, they'd still be dead in the water, and if I hit the boat, same difference."

She pushed the hand in his face with a fiery glare.

"That's _literally_ half my alien forms that could've taken care of those bozo's _without _dumping me in the water!" She snapped.

Ben winced and held up his hands placatingly, wrestling down the urge to get angry himself. It was tough going, what with every instinct telling him he did the right thing and she had no business being so mad- but he was going for diplomacy here darn it, and that had served him way better in the last few weeks than anger ever had. "You're right." He admitted and _ouch_ that still stung, but she wasn't exactly wrong. "I didn't think-"

"Yes you did!" Gwen interrupted, getting up in his surprised face. "You _thought_ about how _you _did it and then assumed that that was the _only _way to do it!" She yelled, getting red in the face and Ben had to suppress a shudder because she was _really _angry this time. "You didn't even wait for me to think of how_I_ wanted to do this, no, instead you forced me into it by dragging me into the water and slammed the dial _for_ me!"

She raised her hands, seeming torn between wanting to tear her hair out or throttling him. Ben, for his part, could only look on with a shocked expression. "You keep saying that you trust me, that I'm a great hero, but when the time comes for me to show it? You don't let me!"

"I'm just trying to help!" He protested. "I'm trying to get you to do what I _know _works so that we don't mess up-"

"I'd rather mess up than be the sidekick in my own story all the time!" She snapped.

Ben just sorta gaped at her, out of words. Gwen's face flashed with regret before sighing. "Just- forget it." She pushed passed him, making for the door. Grandpa Max spoke up as she did.

"Pumpkin-"

"I won't go far from my _babysitters_!" She snapped at him before pushing into the night. Ben only watched her go for long enough to be sure she didn't ditch them altogether; not that he felt much better when she stopped in the middle of the clearing they'd been all day and dropped into a fighting stance, running through her motions.

He winced. Katas after a fight? Yeah, he was going to need to pull some major stuff to regain those brownie points. He sighed, trudging over to their bunks and plopping down on hers, cradling his head. Well. That happened.

Glancing up, he saw that grandpa Max and Vil had come to the back too, leaning against the wall, keeping an eye on Gwen outside through the windows. Ben ran a hand through his hair, grinning humorlessly. "I guess I don't need to ask how much you heard?"

Grandpa Max didn't so much as twitch, nor did he look away from the faint image of his granddaughter outside, her red hair a blur of motion as she nailed a spinning kick. Ben watched it wearily. Gwen didn't usually anger like that. She'd yell, sure. She storm off plenty. But then she'd sulk.

Going out and burning off energy was Ben's way off coping, and Gwen was rarely pushed to it. And he didn't quite get what had pushed her to it this time. His face fell.

"...do I really do that?" Because he didn't _want _to be that know it all jerk from the future- but he was starting to think he might be, and it filled him with dread. It reminded him far too much of how Ben Ten-thousand had made him feel.

He did not want to be that man. Not to anyone. _Especially _not to Gwen.

The older man sighed, rubbing his eyes. "A little." He admitted. Ben looked back at him, feeling lost.

"I just want to keep her safe." He whispered, gaze falling to the floor. "That's just what we _do,_ you know? Keep each other safe." He ran another hand through his hair. "That doesn't mean I don't trust her, it just means that I care! She wasn't complaining about it earlier!" Quite the opposite, he reflected as his cheek tingled.

Vilgax leaped of grandpa's shoulder and flew outside. Both males followed the bird's flight, if only to be sure nothing had crept up on them, but it only went out to keep Gwen company. The girl had stopped her katas and was now resting in the grass. Ben winced again. Katas till she dropped. He was going to have to work his butt off to make up for that one.

Grandpa Max hummed, quietly. "I don't think she minds you looking after her; she minds the _way_ you do it. Of you saying you trust her, but take the wheel from her at the first opportunity. Those things don't rhyme."

"I told you, that's just what we do-"

"It's what you _did._" Grandpa cut him off, giving him a look. "Maybe she would have seen the contradiction and seen it for what you think it is, but Gwen of the here and now can't make those two things mesh."

...that was actually a valid point. Ben stifled a groan, facepalming. "So what do I do? Not try to help her?"

Grandpa Max shrugged, eyes going back to his granddaughter outside. "You trust her. Even if you think it's dangerous. As a parent and grandparent, I can relate to what you're going through," He admitted, wryly, "but unless you want to wait another three months to grow that unspoken bond and hope she understands then, you're gonna have to show her that you trust her."

Ben bit his lip. He kinda got what grandpa meant. He'd been working under the assumption that Gwen would understand why he was acting the way he did, she'd been able to more often than not. But she really had no reason to. To her, he was just saying one thing and doing the other.

Which made his words of trust and praise about as valuable as a fart really. Ben sighed. It was official. Foresight did not make things easier. At all.

Glancing around, his eyes fell on the two tickets left on Gwen's bunk, and he stilled.

...it would kill two birds with one stone, that was for sure.

"Ben?" Grandpa Max asked into his silence. Grinning, he shot up and dashed passed him and out the door. Gwen, who'd sat up and was ranting at the bird about something or other, looked up at his approach. She frowned. "What now, Ben?" She asked, tiredly.

His grin only widened. "Come on, dweebasaurus. You got hero work to do."

She raised a skeptical brow. "Don't you mean 'I've got hero work to do _for_ you?'" She groused, bitterly. He tried not to let it dampen his grin.

"Nope, I'm not going to do anything." He cheered, leaning down to grin in her face. "You're the hero for this one. I'm going to be the damsel."

Well, at least he got her frown to fade. He wasn't sure if gobsmacked was a much better look in this case, though.

* * *

"Are you absolutely insane?!" Gwen yelled, slamming her hands on the booth table, leaning over it to glare in her cousin's face. "Forget about calling you 'lame brain', I should just be calling you 'no brain' from now on!" Vilgax, lying on the table, squawked in agreement.

Beside her, grandpa Max was less livid but equally dubious. "Ben, you spent half the afternoon telling us about how dangerous these people are, and now you want to use yourself as_ bait?_"

"Distraction!" He corrected. "Just hear me out-"

"Not happening!" She snapped before being silenced by her grandfather placing a hand on her shoulder. He did not see the flabbergasted look she gave him, focusing instead on the boy.

"Why do you think we should you use you as bait?" The man asked, calmly, eyes sharp. Gwen wanted to protest that it didn't _matter_ why the idiot thought this was a good idea, it was still a crap idea and no way were they going to do it!

But she knew the stern look in her grandfather's eyes. There was no getting passed that. So rather than protest, she crossed her arms and glared at her cousin, hoping her look conveyed exactly what she was thinking. _This had better be good, doofus. _

Going by the way he swallowed, she was pretty sure he'd gotten the message. Still, the boy soldiered on. "Because we can't fight them head on. We need a distraction. I can give that distraction-" Max held up a hand to forestall him. Gwen almost wanted to cheer until he opened his mouth.

"Back it up. Take this point by point. Why can't we fight them head on?" The man questioned. Gwen grimaced. Still indulging the idiot too much, but better than nothing. She gave the boy an incredulous look.

"Exactly. Why not just go in there all guns and aliens blazing, beat them up, destroy the soul sucking machine and call it a day?" Because really, sometimes simplicity was just the best. Ben seemed less on board with that idea though, which was disconcerting for a host of reasons. The primary being that Ben rejecting a chance to do things the straightforward, lazy way was just straight up against the law of the universe.

"Because Zombozo can trash us." Ben retorted bluntly. "We're only going to beat this guy if we overwhelm him, and we can't do that with his goons there. So going in all guns blazing," he gave Gwen a dry look, "is probably a recipe for disaster. And I know recipes for disaster."

"You caused plenty." She muttered. "Why not just skip them and go straight for the machine? No soul sucking, no power for the clown, we even the odds and beat them up afterwards."

Ben snapped his finger and pointed at her. "Yes, that would work! It would also turn a circus tent with dozens of people in it into a battle royale." His expression turned considering. "...so I guess that's less of a risk than trying to fight through them, but still. Not good."

Gwen sighed, rubbing her temple. "Who said anything about going in during the show for either of these scenarios? We can just do what you did last time and sneak up on them later."

"We can't sneak up on them." Ben admitted, look sour. "The clown can feel me from a mile away."

So then they'd do this one without him… grandpa Max and her exchanged a look before both sighed. Yes, they could do that. But facing down enemies that Ben said would be hard to deal with if they brought _all _their firepower to the table, and then dealing with them without the boy that could heal them, shoot his blaster, and all around actually _knew_ their foes best…

Doable. But not optimal. Gwen grit her teeth. No way was she give up that quickly. "Okay, so. Charging in; doable, but very risky." Her arm shot out to jab a finger in his face. He glared indignantly at it. "How the heck is letting yourself be turned into a three course meal for the fat creepy clown any less risky?!"

"Do you _have _to make it sound that gross?"

"Yes!"

Squawk!

"Oh, look who woke up again-"

"Kids. Focus."

"Hear that dweeb? _Focus_."

"Kind of hard when every word that comes out of your mouth just sounds like 'punch me in the solar plexus because I'm an idiot!'"

"What does the sun have to do with any of this-?"

"_Focus_."

Both children sighed, pinching their noses in identical movements, and Gwen had to silence a slightly hysteric part of her brain that was screaming that she was turning into the doofus. She _wasn't_. He'd probably picked up the habit from other her.

...that was almost as weird. "The question stands, freakazoid." She continued, eyeing him, seriously this time. "How is this a good idea?"

Ben ran an agitated hand through his hair, seeming a little less certain. "Because last time, the only way I could win was because they were split up. And they were split up because the clown was busy sucking up the mana of victims." He jabbed a thumb at himself. "I've got mana to spare. I might even be able to put up a fight." He gestured to his blaster. "And we can put a tracker in this so you can find me; wherever I end up." He gave them both a sincere look, and Gwen absolutely _hated _that she felt her heart skip a beat at it. "It's not the best plan." Ben admitted. "A ton of things could go wrong, but if the only other plan we have is to send you two in as is-"

Indignant feather rustling. "-you, Gwen, _and_ the evil chicken in while I wait, I'd rather we do this. At least that way, I might make it easier on you."

Silence followed his case and Gwen bit her lip. There were tons of holes to be poked in this. Presuming that Zombozo's goons would be away from their master, presuming that Zombozo's powers even worked as they hypothesized, any other people the clown might kidnap still getting caught in the crossfire, and presuming that him being one of those people even altered that game state at all...

But if she were being honest with herself, Gwen was only really worried about one thing. And she hated herself for it. "What if we fail?" She asked. "If we go in all guns blazing, and fail, we retreat. If that doesn't work, we might even have a chance because you can come save the day again, somehow." She took a deep breath. "But if we fail while you're captive..." She trailed off, knowing she didn't have to finish the sentence.

Ben seemed utterly undeterred by the prospect though, instead giving her a fierce look that left absolutely no doubt. "You won't." He said, simply, and… okay. Okay.

A few moments of silence passed before their grandfather spoke up, softly. "How long till the show?"

Ben swallowed, glancing at the clock. "About two hours." He answered, equally quiet, but distinctly more pensive.

The old man took a deep breath, throwing back is head as he did, eyes shut, before lowering it again and exhaling. Gwen had a sinking feeling that she knew what was going to happen-

"I'll go see if I can whip up a tracker." He said, rising to his feet and making for the back of the Rustbucket. "You two go work on how to fight these guys."

With that the man lumbered off and Gwen dropped her head in her hands. Great. Just great. Peeking passed her fingers, she glared at the doofus. "Stop being so satisfied."

"I'm not saying anything." He said, innocently inspecting his nails; another gesture she recognized all to well. He had no business looking that smug about sending himself on a suicide mission.

"Look, I get what you're doing." She stated, bluntly. "And I appreciate it; but is now _really_ the best moment to take of the training wheels and raise the stakes?"

"It's not going to matter. We'll be fine."

"You don't know that!" She yelled. "There's tons of things that could go wrong! You don't have to put your head on the block to proof that you trust me to be a hero, you've made your point!"

He fell silent at that, looking mildly uncomfortable. "It's not just for you." He admitted, rubbing the back of his neck. "You're right; both times. Yes, this is a stupid, risky idea." He turned his gaze to meet hers. "But you were also right when you said that I wasn't, you know, being fair to you. I gotta learn to put my money where my mouth is; not just so you know, but so _I_ know." He shrugged. "And like I said, I'm not risking anything."

"...that is disgustingly mature of you." She grumbled. She'd never get used to Ben being both sort of mature, but also completely crazy at the same time. And she wanted to strangle the traitorous part of her brain that whispered that that just made him more interesting.

He grinned back, sheepish. "What can I say, dweeb? All your overthinking is rubbing off on me."

She was silent for a moment, torn between pressing the point on how they really should think of a better plan; and just rolling with it. If he was going to trust her to save his life, shouldn't she at least trust him enough to risk it?

She bit her lip, letting impulse take over. She leaned forward to put a hand on his arm and he stilled, all levity gone from his face. Well, good to know that she could get his attention without having to shout at him. "Promise me," she started, throat dry, "promise me you'll be safe."

He grinned. "No worries dweeb, I'm indestructible." She squeezed his arm lightly and he stilled again. Her lips worked for a second and- screw it.

"Please," she said, softly, "promise me that you'll come back safely." Even if she failed. Even if they all failed. _Promise me. _

_Please_.

He looked at her for long seconds and somehow, she knew he could hear all she didn't say. She wondered if this was what he meant when he said that he and his Gwen had been closer.

If this was what it meant, she'd take it.

He nodded. "I promise. No way am I letting you have a Ben free summer; you might actually start having fun." For all that his words were teasing, his smile was genuine. She felt the tension in her shoulder ease.

She knew that Ben had about as little power over the outcome of this as anyone; heck, if anything, she ought to be making promises not to screw up. But somehow, Ben promising that it'd be alright, that he'd come back to her- to _them_, made her feel confident that it would turn out okay.

She didn't know when that had started making a difference to her. Right now, she didn't care. She smiled back. "No way. When grandpa puts on that speedo, I want you _right_ there beside me to suffer along."

"Please just feed me to the clown." He groused, adjusting his arm and-

He grabbed her hand. She tried, very, very hard not to let that get to her. Going by the look the bird was giving her, she was failing abysmally. Ben was still oblivious though. "We'll be fine, dweeb. You got this. You'll see."

He squeezed her hand and she so, so wanted to pull away because she could feel her heart beating faster, her face heat and stupid Kevin's voice in the back of her head again-

She squeezed back. They were friends, they could be chummy. Didn't have to mean anything. And now if only the _bird _would believe that too, he could stop giving her smug looks.

Ben twisted her arm around, the dial of the Omnitrix facing up. He reached out with his other hand, idly spinning the dial. "So, you know what we're up against. Which of these is going to save the day?" He asked, waggling his brows. She scoffed, grinning.

"I thought you were going to tell me which alien I should be using." She quirked a brow at him. He grinned back, eyes twinkling.

"I have an idea, but I'd rather hear what you got first." His grin turned slightly sheepish. "Your ideas are probably better anyway."

She snickered. "About time you realized that." She sniffed, haughtily, before winking because if he was gonna play, so was she. And she was pretty sure she didn't imagine his breath hitching. "But I am gonna want feedback. We did say we'd do this _together, _after all."

He winked right back. "And don't you forget it, dweeb."

* * *

"Got your tracker?"

"I got my tracker." Ben confirmed, raising the bracer upon with a small metal stud had been put. "I also packed a spare pair of undies in case I have an accident." He grinned, and she predictably scoffed at his cheek.

"I didn't know you had more than one." She remarked before her gaze sharpened. "Seriously though, are you…?"

He swallowed. He wanted to put on a carefree front, and he wasn't worried about it turning out alright, but still. _I really, really don't like that clown. _"Yeah, I'm good. You?"

She was trying equally hard to look at ease. She failed just as badly as he probably did. "Ready to kick butt." She agreed, grinning shakily. He smiled back. He could feel all her reservations. He could also appreciate how she shoved them to the side and trusted him. He needed to do the same.

"Alright Ben." Max said, walking over from the front of the RV, the bird on his shoulder. "You sure you don't want us to stop them robbing the place during the show?" Ben shook his head.

"Better not tip our hand. We can get the stuff back later."

"Didn't think you'd even know that phrase. What about the damaged shops?" Gwen asked. He smiled a secretive little smile. She didn't need to know that he probably learned more expressions in three months with her than from years at school.

He shrugged. "I didn't think of that." Nor did he really care. Between some damaged shops and cars on the one hand and increasing the chance of them actually saving the day on the other, he knew his choice.

Silence fell over the group until Vilgax suddenly screeched and raced off to the back room; the sound of a tool kit toppling following. Grandpa Max blanched. "Oh no the hand-grenades are there-!" He dashed to back, yelling for Vilgax to stop. Gwen looked uncomfortable but amused. Ben outright snickered.

"The bird could set off an atom bomb and he'd still fly away." He turned to Gwen and found her looking back. The smile dropped from his face. "I… I guess I better go." He concluded, shrugging. No point it putting it off. But when he turned to go with a wave, he found a hand around his wrist. He turned around to sass the dweeb for caring- but stopped when he saw how _afraid _she looked.

And he didn't understand why because he'd only done hare brained stuff like this a million times and he'd always pulled through-

...he had. _She_ hadn't.

It hit him like a hammer that while this was the umpteenth time for him to charge off into the belly of the beast, and had watched Gwen do the same numerous times as well-

But this was her first time seeing. She didn't _know_ he was going to come back. Not like he knew. It was strange, to think, that this wasn't 'normal' for her. It had been normal for him for what seemed like forever. But the first time either of them had done that, they hadn't cared enough to be worried, _really_ worried. Sure, they'd been concerned about a family member maybe getting hurt.

But not about losing a friend. Ben tugged his wrist free and clasped her small hand with his. It had never made sense to him, how she could be taller than him, while at the same time having such small hands.

"We got this, dweeb." He assured her, the weight of her asking him to promise her to be safe finally becoming clear. "We've survived worse than this."

She looked at their hands before slowly dragging her gaze up, and there was something there, something he couldn't quite pin down…

"I think you were right Ben. Vilgax's soul has passed to this… bird..." grandpa trailed off. "Uhm, did I interrupt something?"

"No." Gwen replied, pulling back her hand. "The damsel was just going off to get eaten." She scoffed, and if he didn't know better he'd have thought that Gwen didn't have a care in the world. He quirked a smile. Yeah. That was Gwen alright.

"Yeah." He waved, casually. "See ya when you rescue me." He turned on his heel and walked out the RV, the forest looming before him, distantly the lights of the circus glowed. He felt eyes on the back of his head long after he couldn't spot the RV over his shoulder.

The walk to the circus grounds felt far longer in the dark, but that could just be his nerves talking. He wrestled them under control. They'd be fine. Zombozo had tried to drain him this afternoon and had barely slowed him down at all.

But the clown's interest as a result of this was what made Ben hope this plan could work. He could use that interest against him; tempt him with it. Gwen had been enough to preoccupy him in the previous timeline- and he was pretty sure that he was more of a treat than that, if the clown's words were anything to go by.

As he approached the tent, a shadow moved behind him and he sucked in a fortifying breath. Yeah, there was no mistaking that presence. He turned around to face the clown, who looked almost kindly at the moment.

Well, if you ignored the manic glee in his eyes. Ben grinned, holding up a ticked. "Only if I don't have to share the after show with anyone else." He teased, poking out his tongue. The clown took the ticket and smirked.

"That's just fine, lad." The monster purred, lowly. "They all canceled anyway." The clown gestured towards the main tent and Ben took another subtle fortifying breath. _Alright, showtime._

* * *

The Rustbucket hummed quietly along, the stillness only interrupted by the odd creaks that the old RV often made and the rustling of Vilgax as he moved about.

And the beeping of the GPS that was tracking Ben's location. Gwen was hyper focused on that one while she moved her hands through the motions she'd been taught just hours ago.

"_Tap the button on the side, twist the dial to the alien you want, pin the screwdriver right here-"_

"_How did you ever figure this out lame brain?" _

"_Trial and error. And randomly jabbing things in there in frustration when that didn't work out. Anyway, do this, hold it till you hear a click, and then slam the dial. It'll lock up the Omnitrix and then you won't have to go Gwen for a while longer."_

Tap, stab, hold, click, slam. Tap, stab, hold, click, slam.

"Don't worry pumpkin." Grandpa Max spoke up beside her, eyes focused on the GPS and the road. "Ben's survived a whole summer of this, including a run in with this guy under way worse circumstances. He'll be fine." His gaze shifted to her pointedly. "We'll make sure of it."

Gwen tore herself from her repetition to glare at the man. She loved him to bits, and had faith in his judgment, but… "We're about to fight some kid friendly version of IT while Ben's life is on the line and we're doing so because we had _no better plan_ than to follow the advice of a _scared_ _child_."

"You said it yourself, we have no better plan." The man remarked, though she could tell he was beating himself up over this as well.

Grandpa had been looking like that a lot, lately. Every time she went off to tackle some petty crime, every time Ben discussed some enemy he'd faced, there was this look of pride and guilt on his face. She was pretty sure that if given the choice, grandpa Max wouldn't let them anywhere near any of this.

Gwen bit her lip. "You didn't see him when we ran into the clown, grandpa." She admitted. "He was scared, really scared." And that was wrong. Much as she'd joked that Ben was a wimp, he really wasn't. If nothing else, he was stubbornly unafraid of things he really _should _be afraid of, all the more so since he came back from the future.

She didn't know exactly when, but much as she resented Ben's know-it-all attitude for it, she had sort of come to rely on Ben knowing what to do if they ran into a threat. On Ben telling her it was going to be fine.

Seeing Ben be this terrified of anything made her blood run cold. It was completely wrong and she had to make it right. So she was going to smack that clown into next week. Only course of action, really.

It seemed her grandfather wasn't as serious about this as she was, as he cracked a smile at her words. "I _have_ seen him that scared." He remarked, casually. "About three days ago, when he all but kicked down my door and yelled at me to get up because 'Gwen was in danger.'"

Gwen stared for a second before heat crept up her face. "He… really?"

"Oh yes." The man enthused, eyes twinkling. "It was heartwarming, how much he cared." His gaze sharpened. "We're here." He remarked, halting the RV. Ahead, in a clearing, was the haphazardly set up tent, crates strewn about, a few trucks sitting beside them. Gwen swallowed, looking at the dark tent.

Ben was in there. And much as he'd held her hand until now, whether she liked it or not, he had given her his trust to come save him this time.

She was earning that trust.

Unclasping her seat belt, she was very aware of her grandfather lumbering behind her, picking up a large weird looking rifle off the booth table as they made their way outside, Vilgax flying out into the night. Once outside, she sucked in a deep breath.

"Ready?" grandpa asked, quietly as he readied his weapon, eyeing the tent with a calculating gaze.

Gwen exhaled. "Ready." Tap the button, stab with the screwdriver, hold it there, wait for the click-

She slammed the dial and let green light engulf her. Flames roared.

* * *

Ben groaned, getting off of the circus floor on shaky legs. Laughter echoed around him.

"My my, what does that make? The fourth draining?"

Fifth, Ben reflected, shaking his head to clear the black spots from his vision, but who was keeping count anyway?

The clown had predictably been overjoyed when he'd shown up to attend the show, and had even allowed Ben to persuade him that he was the only one who'd be attending the 'after show' because he 'didn't like sharing.'

Even if today turned out to be a total bust, at least he could reconcile himself with the knowledge that he'd saved a few people.

Gritting his teeth, he felt the cold in his limbs recede as his mana pooled forth, filling him with heat in moments. He glared up defiantly at the clown in front of him; but did not fight. Not yet. If he started a fuzz now, his lackeys would never leave, and that would render the whole point of splitting them up moot. "I want a refund." He groused. "And a phone call. Pretty sure this is illegal somewhere."

"Oh shit, he's onto us!" Acid breath exclaimed, to the laughter of the others. Except the clown, oh no. Zombozo just grinned, waving them off.

"Didn't you ever listen to your parents, boy? You shouldn't accept gifts from strangers." He teased, leaning down to grin at Ben. "Not that you're ever going to be capable of learning from that lesson.

Before Ben could let the implications of that sink in, or punch him in the teeth, a metal tube come from the machine shot up and wrapped around him, pinning his arms to his sides and picking him off the floor. "Hey! Let me go, you freakshow!"

Laughter resounded again, and Zombozo addressed his goons. "You three go make yourselves useful. I'm going to enjoy this quietly."

_Crap! _Ben thought as the goons cleared the tent. They were supposed to leave at some point, but Ben was supposed to be _free_ to make Zombozo's life miserable so that grandpa Max and Gwen could take care of the freak brigade. "Let me go!" He repeated. "What gives? I'm just a kid!" _A kid you should let go so I can put my blaster in your face you monster!_

Said monster laughed. "Did you know," he spoke, stepping closer to where Ben was held suspended by the metal tube, "that I get memories along with the emotions I steal?" He grinned, nastily. "Not a lot, but just enough to get a picture of the joy that I'm feasting on." He leaned to smirk in Ben's face. "I know exactly what you are, _mage._"

Behind them, the machine rumbled and opened, revealing another one of the blue orbs, this one as large as a man, and then it _opened_. Ben started squirming, swearing up a storm in his head because this was _not _how this was supposed to go-

"Don't worry too much, little mage." Zombozo coed. "I feast of your joy, after all. All I'm going to do is drop you in a nice little illusion world that will make you happy for as long as you last," He grinned again, showing of his yellow teeth, eyes slightly wide and unhinged. "and I'm going to gorge myself on all the joy you put off and use it to give your precious Gwen a very_ personal_ welcome."

The tube dropped him in the orb and it closed over his head. He snarled, kicking at the sphere to no avail. He bared his teeth as the monster laughed. "Joke's on you. She's going to rip you to shreds." He growled.

The monster bared his teeth right back.

* * *

Planting a flaming fist firmly into the enormous guy's nose, Gwen was reminded of something grandma Verdona had once said. That everyone in the Tennyson line had something of grandpa Max in them, be that the tech saviness, his warmth, his commanding presence, you name it. Somewhere, in that tree, it was there.

She'd said that Gwen had inherited the soldier in him. Sometimes, she felt like the woman had been right.

Because it felt amazing to just cut loose and tear through her enemies. The woman lashed out at her with hair, and Gwen smirked. _If it's got enough nerves to move like that, it's got enough nerves to feel this. _She grabbed the incoming hair in hands made of fire and the woman screeched. Gwen hauled her closer and grabbed every single one of the tentacles for a good while, blistering them all. _Those won't be useful in a while. _

From the corner of her eye, she saw the smaller of the two men pull back his head to spit his acid at her and she kicked the woman away, not wanting her to get caught up in that. _Really cares for his friends, doesn't he? _She launched forward, into the acid, making no move to block or dodge it.

The acid hit her, but Heatblast didn't even respond to it, the liquid changing under the heat of her skin (hide?) and becoming harmless, at least to her. Brushing past it she high kicked him in the jaw, knocking out some of his teeth and leaving a nasty blister.

Spinning on her heel she was just quick enough to redirect the blow that came from the hulking brute. She narrowed her eyes. This one was the most problematic. His skin was too tough to burn, at least without serious effort, and his strength dwarfed hers.

But that didn't really matter. It might have mattered a little to Ben, but here was a reason she could kick his butt any day of the week. Grabbing the arm that launched for her face, she pun around, using her momentum to haul the man over her shoulder and slamming him into the dirt hard- only to quickly jump back when he reared back up for a grab with surprising speed.

She evaded it and hummed. "Tough guy, ain't ya?" That was a problem. She was pretty sure she could beat him, but she didn't know how to do so without seriously harming him or even killing him-

A shot rang out and the man dropped like a lug, a large lump forming on his head already. Gwen glanced up to see her grandfather walk over from where he'd taken cover, the strange rifle in his hand smoking faintly. She glared. "If that guy didn't have an abnormally thick skull, you would've killed him." She accused. Overhead, Vilgax squawked.

He just looked at her sadly and sighed. Gwen winced. Sometimes, it was easy to forget that grandpa Max's hands were probably not very clean. It was hard to reconcile that image with the sweet, doting grandfather she'd always known. "Come. Your cousin is waiting." He intoned, moving past the groaning or otherwise incapacitated mess that was left of the goons.

As they strode in the direction of the man tent, silence fell and she gave the man a look askance. "Why didn't you ever tell us…?" About your abilities. About who you were. About what you were doing.

All of that and more. Grandpa caught it all and just exhaled, looking his age for a change. "I couldn't."

"...you always said we could tell you anything." She remembered as they entered the tent. "Too bad you didn't feel the same."

The man closed his eyes and exhaled again. "Gwen-"

"Well well, would you look at that. More guests!" The world around them warped into pitch black, the only visible thing being Zombozo's grin and eyes. "I hope you brought your tickets."

Gwen smacked her fist into her palm, the move creating a crackle akin to that of a bonfire. Good. Just what she needed. "Kind of you to make your face so large; I can enjoy pounding it in high-def."

"I aim to please." The clown purred. "But maybe we should get some privacy for something so intimate."

A glass wall sprung up between her and grandpa, shifting into a mirror after they'd shot each other one last fearful look. Gwen roared, shattering the glass with a shoulder tackle- only to find herself in a twisted hall of mirrors as she burst through on the other side, laughter ringing in her ears.

"My my, I see that the temper runs in the family. You'll make for a delicious meal, too."

"Give him back, you animal, and I might consider going easy on you!" She yelled back, lashing out with fire, to no avail. His laughter resounded again and the clown appeared in one of the mirrors in her peripheral vision- only to shift to another when she turned to look. It was unnerving and she grit her jaw.

"Such dedication!" He cheered, gleefully. "I see why so much of his joy comes from you. So many little memories, so many little delights, and they all come down to a little girl with red hair. Only..."

She felt a breath tickle the side of her head. "It's not quite _you, _is it?" She lashed out behind her but struck naught but air, laughter once again ringing in her ears like a bell and could this blasted clown _shut up-_

"Does it hurt, I wonder?" The clown mused, appearing in a mirror directly above her. "That every time he looks at you, he just sees _her?"_

Gwen resisted the urge to punch the mirror. _He's getting in your head, think calmly. You can do this. Ben said you could and so you will… _

But it did hurt because it was a true enough fear. Often times, she just felt like a stand in, like she wasn't fully a person to Ben, just someone he used to know.

"That you're always trying to be someone in his eyes that you can never be?" And living up to that impossible standard was _crap_. His Gwen sounded amazing, it sounded like someone she could _never_ be, not to herself and definitely not to him-

Gwen shook off the sting in that one, trying to focus. She needed to get out, but she couldn't brute force it…

"That he'll never love you like he does her?"

The Omnitrix beeped and she was Gwen again, hiding her eyes behind her hands. She took a shuddering breath. "You really are a monster."

"Aw, did I make the little girl cry?" The clown appeared in front of her, the mirrors fading away to leave them in the middle of the great circus tent. To the side lay her grandfather, seemingly unconscious, still clutching his rifle, Vilgax standing protectively over the old man's head.

Gwen tried not to let on that this was good. _Away from the illusion. He thinks we're no threat anymore. _She knew better. And judging by the way grandpa was still clutching the trigger of his rifle, so did he.

In front of her a machine that reminded her eerily of a pipe organ glowed ominously. From it, a tube shot out that attached itself to the clown and he sighed, contentedly. "Ah, your cousin is a real treat. Without this much power, you would have been more trouble." He grinned at her. "Now, you're just a bug."

He kicked her down, flat on her back, and placed a foot on her collar. She whimpered, distantly noting her grandfather stirring. She instead focused on the grin above her. "P-Please," she pleaded, "please, let him go..."

A bark of laughter escaped the clown. "My, my, how precious. Even now, you try to save your sweet little boy." He eyed her shrewdly. "Tell me, girl, will seeing him again make you _happy?_" He leaned in. "Will it give you _joy?_"

She nodded, once, gritting her teeth at the weight on her collar. The clown snapped his fingers, and the machine opened, revealing a large, glowing blue orb and inside it-

"Ben!" She rasped out, overjoyed to see he was still alive but also worried because she was pretty sure this was not going according to his plan. But then, Ben wasn't the only one who could roll with the punches.

"He can't hear you, silly girl." The man purred. "He's in a nice little dream world. Wouldn't it be cruel to pull him from-"

Grandpa Max reared up and aimed his rifle directly at Zombozo, shooting and punching a hole straight through the clown's chest. Gwen did not delude herself to think that that would slow the monster down for long, but it did lift his weight off her as he stumbled. She used the moment to spin her legs, sweeping the clown off his feet, and pop up herself. She could already see the telltale green light of healing magic close the gap in Zombozo's chest, so she didn't bother lingering, instead making a mad dash for the machine.

"_You need to tap into this thing called 'mana' to use spells at all."_

She leaped up toward the glowing sphere, extending her hand to it.

"_You taught me how to do that once, but it didn't mix with the watch. All it did was shock me with green lightning that made my teeth taste funny."_

Her hand, her Omnitrix, collided with the magical forcefield and she could _feel _it ripple, like running sandpaper over a gritty patch of stone. She scrunched her face.

_Either this works, or we're all screwed._

The machine pulsed and the room went dark.

* * *

"You know, you could at least be happy that you're back." Gwen muttered, glaring down at Ben where he'd made a cushion fortress in the back of the RV, brandishing a broomstick at her. "Or _at __l__east_ act like the insufferable doofus I know you are instead of one that's even crazier."

"Go away. You're a magical hallucination." He growled and she threw up her hands in an impressive mimicry of Gwen's frustration.

"How the heck would you know, lame brain?! I'm the witch here! You just had a super vivid dream, that's all!"

He laughed. "I don't have the imagination to dream of her being that nice." He returned derisively.

She quirked a brow at that, hair shining in New Mexico's setting sun. Outside, endless fields of dry grass waved lazily in the breeze. He recalled this place. It was a few days out from where they had the whole Benwolf incident. He'd been very happy with Gwen for a few days after she'd stood up for him.

That had been a good time. It almost made him wish this was real. But he'd made a promise to get back, and he was going to keep it, alluring distraction or no.

Her lips quirked. "_Her_? Been dreaming of a girl, doofus?" Her face soured. "Please tell me it's not Kai..."

He shuddered. Yeah, _no_. He was not going down that road again, even in his dreams. He eyed her thoughtfully and decided that if he was gonna be stuck with Not-Gwen until he was rescued, he might as well see how accurate the magic had made her. "Actually, it was you." He admitted, grinning sunnily. She scowled, faintly green.

"That is so, so much grosser."

"Eh," he shrugged, "maybe. You were nice, though. Or, well, this timeline's version of the person you're supposed to be."

Not-Gwen quirked her brow again. "Me? Being nice to you? And you call _me_ unreal?"

She didn't seem unreal, that was for sure. When he first spotted her when he 'woke up' in here, he had so wanted her to be real, so much so that he'd tackled her down and held her tight.

She'd hugged him back lovingly. That had tipped him off that this was an illusion. Ben shook it off.

"Doesn't matter. She'll come get me soon enough. I'll be out here in a bit."

Not-Gwen was silent for a moment before cautiously walking over, climbing into his pillow fortress. He let her, even as he still eyed her suspiciously. "So," she started, brow furrowed in a confused frown, but her words were clear. She was giving off the impression that she wasn't convinced by a word he was saying, but was going along with it to keep the ball rolling. This magic was good. But then, Gwen had once taught him that magic was neutral, but _not_ soulless. That is was alive, in a strange way. Maybe this was like that. "if you're gonna be gone in a second, any last words?"

"I'm not dying, fake dweeb."

"Not fake, lame brain. And I mean, isn't there anything you wanted to say to me?" She gestured around. "If this is all fake, then you might as well throw it out there. It goes down with the ship."

It was fake. He knew it was. He remembered things from well after this date, he remembered that grandpa had never left for a second during their time on these plains and yet he was nowhere to be found now. And he was pretty sure the sun had been setting for forever now; not that his perception of time was very strong in here.

He scoffed. "The fact that you're even _asking_ gives the game away. My Gwen wouldn't have asked." She wouldn't have had to. A pulse rocked the world and Ben shot up, seeing the sky wobble outside. The RV started to turn to ash around him and he could feel sensations start to rush in. Beside him, Not-Gwen stood.

"I guess time's up." She mused. She eyed him sadly for a long moment and, briefly, she looked so much like his Gwen that it hurt. "Sure you don't wanna pretend, just for a second, doofus?" She asked, a tragic smile on her face.

It occurred to him, that perhaps this thing really _did_ think that it was Gwen, on some level. And perhaps, he could allow himself to think that, for just a while. So he turned to look her in the eye and, after a long second, raised a hand to her cheek. The Gwen from this timeline would have stiffened. The Gwen from his timeline would have quirked a brow and flicked his hand away.

Not-Gwen cradled the hand to her cheek. He didn't know if that was better or worse. He closed his eyes, and just took her in. The smell of her, the feel of her, the sound, so alike and yet so unlike the Gwen he knew now, drawn from his memory of the Gwen that he'd lost.

It was enough to make her feel real, and he missed her so much in that moment that he didn't realize he was crying until he opened his eyes and saw her smile tearfully back at him. He cracked a crooked grin.

"You're pretty great, for an illusion."

She laughed, brokenly, before wiking at him. "You love all versions of me, doofus. Just accept it."

He snickered, leaning in to press his forehead to hers. "Yeah, I guess so."

The illusion collapsed.

* * *

Gwen shook her head, blinking away black spots in her vision and pushing herself up on all fours with a groan. _Still alive. Nailed it. _

Flipping around, she rested on her back for a second before propping herself up on her arms and blearily looked around- just in time to see Ben stumble out of the machine looking _very _groggy. The grogginess turned to shock as he took in the devastation, as well as the bruise that was likely forming on what was exposed of her collar. Zombozo's foot had been pretty heavy.

That seemed to wake him right up as he all but launched forward, stumbling hard and falling flat on his face before he scampered up again and made it to where she sat and placed a hand on her collar bone, a healing spell already forming on his lips.

The hand was cold as ice, and while that was pleasant in its own way, Gwen clasped it and shook her head. Ben needed rest more than she needed healing; the clown had sucked a lot of his mana, it seemed. Speaking of which...

Zombozo was huddled near some crates, seeming to be much less keen on fighting them now that his power was gone, shaking and eyeing them fearfully. A shadow fell over her and Ben and she glanced up to see grandpa Max stand over them protectively, eyes on the clown and rifle at the ready. "Trying to hurt my grandkids, are you?" He growled as he readied his weapon. "Over my dead body."

"Or rather, yours." Ben added, eyeing the clown with a dark look. Gwen almost wanted to laugh._ Gee, wonder where Ben got his protective streak._Vilgax flew over to land on Ben's shoulders and squawked aggressively at the clown. _And it's spreading. Hurray. _Zombozo's look of sheer panic was very gratifying, though it got a little weird when he seemed to inflate and-

"...did he seriously just burst into confetti?"

"Just like last time." Ben looked like he was about to say more, but when grandpa knelt down to where they say on the ground and pulled them both into a bone crushing hug, he fell silent, as did she.

"Next time, we just take the risk of losing, okay? No more being bait for either of you." The man murmured. She could see Ben's shock morph into understanding and he hugged back. Gwen honestly found it very sweet and snuggled into the embrace as well, not caring that the tightness of it was hurting the bruise on her chest.

"I'm sorry. I didn't think that he'd be this much more powerful..." Ben started, before grandpa cut him off.

"You're a kid, Ben. It's not your job to predict everything." He replied, fond despite himself.

It was at about this moment that she realized that they'd _won _and finally let the tension drain from her. She'd didn't bother really hugging back anymore, just hanging in the man's grasp like a rag doll and dropping her head on grandpa's chest, exhaling a shaky breath.

This superhero thing was way more terrifying than the cartoons cracked it up to be.

Grandpa huffed a laugh. "You did good, pumpkin." He told her. Beside her, Ben was a quiet but happy presence, one that reached out to give her hand a squeeze, prompting a slightly dreamy grin from her. This moment was almost perfect. Almost. Praise from the man she respected more than anyone in the world was already enough to make up for the days of being babysat and make the rest of her week great by default in the same breath. But she wanted something else, too.

She turned her head to blink at the doofus. He shyly rubbed the back of his neck. Part of her wanted to tear him a new one because while his plan had worked, it had been far, far closer than they'd thought it would be. And they knew that risk going in, and they'd accepted it (grudgingly, in Gwen's case), but that didn't mean she couldn't grill him for making that error in judgment in the first place. He, of all the people here, could have known better.

But she was honestly too happy that he was alive and safe. She kind of understood what he'd said after their encounter with Kevin now.

He took in her silent look and sighed. "Yeah. I know. You were right. I'm an idiot."

She grinned blearily and Ben scoffed.

Grandpa Max huffed a laugh, pulling back and rising to his feet. "I'll go check if outside is safe. We did leave some banged up circus freaks lying about." He gave the both of them an amused look. "And I know how squeamish you two get about actually being _caught_ caring..."

He laughed in the face of their spluttering protests and lumbered off, whistling a tune. The bird laughed as well before nuzzling Ben's face and flying off. Ben snickered. "Aw, he does care."

Grandpa's prediction held true, because as soon as he and the bird were out of sight, Ben placed a hand on her collar again, brow furrowed in concentration and then consternation when nothing happened.

Gwen rolled her eyes as she smiled. "Doofus, I've gotten worse bruises than this at karate practice. I'll live. Stop being a mother hen."

"...was I doing it again?" He asked, expression sour.

She grinned, pinching her index finger and thumb together. "_Just_ a little." Part of her still found it endearing. For all Ben's attempts for the last decade to be a ruffian, there was a genuine sweetheart under all that.

Then again, part of her had known that for years.

"So, still feel like I don't trust you?" Ben's voice tore her from her musings, and she just gave him a coy look. Well, she guessed that putting his life in her hands and literally standing down so she and grandpa could save the day unimpeded was a pretty clear indication that Ben was willing to put his money where his mouth was. And the little twerp knew it.

"Still think I need looking after?" She returned, quirking a brow.

He pointedly looked around at the devastation that was left of the machine and give her a cheery grin, eyes twinkling. "Absolutely. Just look at all the destruction you cause."

"Necessary evil." She retorted, rising to her feet and dusting off her pants, the night air chilling her arms. She was still getting used to them being exposed. "I had to save my partner in crime after all."

He snorted, getting up as well, swaying slightly on his feet but waving off her concerned look with a grin. He walked over to the machine. Most of it was busted, as were almost all of the orbs. He picked up one small ones that was still intact and took it along. "Spoils of war." He explained, eyes twinkling. She rolled hers.

"You didn't even fight in that war. I did all the heavy lifting."

"Wasn't that the point?"

"Still. I should be getting the booty, not you."

They started making for the tent exit. "You want a reward?" He asked, smirking. "Sure." He stood up on his toes and pecked her forehead.

...thinking. Thinking used to be a thing, she was sure. It was probably a thing she'd liked. Though she really wouldn't know because all of her thoughts sort of went down the drain the second his lips connected. And she couldn't bring herself to care one bit.

Pulling back, his face was covered by the most adorable blush she'd ever seen and he rubbed the back of his neck with a sheepish smile, averting his eyes. "I-I figured turnaround was fair play." He muttered, embarrassed.

She just continued to gape for a solid three seconds more before she sucked in a breath. Okay. Okay, that was fair. Totally was. He was just returning her favor. And it was just a peck on the forehead; that was about as platonic as it got, right? Right.

...now if her brain could cancel the celebration fireworks, she might actually start believing it.

* * *

A/N: Noticed by senpai! Hope you enjoyed. Someone asked if I was gonna make Ben an Adonite. I'm not. This story is based in Gwen being good with the Omnitrix because she has a natural affinity for logical things (like tech) and worked her butt of all her life. Ben's not gonna close that gap by having lucky genes.

Reminder is delayed a little because of the size of this. No worries, it's coming.


	8. Chapter 8: Playing games

Disclaimer: I don't own Ben 10.

A/N: Sorry for the wait. Life is kicking my ass really hard, so I'm glad to have my writing to let off some steam. Even if it took forever to get this chapter to play ball.

* * *

_Doesn't seem too hard. _Ben mused, looking around the main hall of the small museum. _I mean, the windows are like, paper thin, there's only one camera in the corner, the layout is straightforward… should be easy. So why does that make me nervous?_

Well, probably because all of grandpa's lessons had made him paranoid as all hell. _'Be aware of your surroundings at all times, so that you know where danger might come from, and where you're going to go if it does,'_ was just one of the lessons he and Gwen had been taught over the course of their first summer together, along with a decent amount of spatial awareness exercises.

Gwen had taken to those better than he had, being the more observant of the two. He'd always had a soft spot for the lessons on tactics, even if he still ended up winging it most of the time. In Ben's experience, when you prepared for the enemies to come through the door, they came through the wall.

Or burrowed holes in the ground, dropped out of trees or arrived in flipping taxis.

Point being, the lessons were good, but not always applicable when your troubles ranged from 'odd' to 'bonkers'.

Still, his grandfather had laughed heartily when he'd suggested using those skills for a museum heist (after explaining why that was their best bet, of course. Grandpa was crazy, but he didn't do illegal stuff... when he didn't have to). The only reason the old man wasn't with them now to enjoy Ben putting work in and giving pointers was because he was sleeping off an all nighter of driving. It had taken some extra work to get them to New Orleans two days earlier than in his timeline. It would be kinda pointless to arrive _after_ Hex did, after all.

"Hey lame-brain! Keep up!"

Ben smiled to himself, moving to join up with his tour group and their impromptu 'tour guide.' "Aye aye captain bore!"

Rather than the grumpy, old hag that had been their guide during the evening hours last time around, now they had a younger woman in her thirties. One that was so impressed with the fact that Gwen knew so much about the exhibits and could talk so enthusiastically about them that...

Basically Gwen had taken over the tour. It was a pity grandpa Max wasn't here to enjoy it, he would have been laughing till he cried. Well, he probably would anyway when Ben told him.

"Alright alright, I'm here, what did I miss?" He asked his cousin, earning him a tap on the tip of his nose, causing him to go cross-eyed. Their group snickered while he used the opportunity to give the dweeb his best cross-eyed salute.

"You _nearly _missed this awesome scarf for Ghede Linto." She informed him, and he could hear laughter in her voice. Totally a point for him. Glancing at a colorful piece of cloth on display, Ben raised an unimpressed brow at her.

"Gesundheit."

"Come _on_ doofus, have a bit of cultural appreciation!"

"You said my socks had culture yesterday, doesn't that count?"

"Wrong sort of culture, Ben."

He blew out a breath, deflating. Well, mock deflating. He was having a blast. "Now you're just splitting hairs. Fine, what's this Gator Gesundheit cloth about?"

"'_Ghede Linto_'" the girl stressed, "is a kind spirit in Voodoo tradition that often bestows small gifts on his believers, like ropes, scarfs, or even jewelry. So, some people leave out offerings that he can weaveinto his works. This is one." She explained with a sunny smile, bright green eyes alight, voice directed at the crowd, but her eyes were on him.

He hummed in thought. He still didn't really get how she could so exited for these things when she already knew more about them than their guide, but she could've been talking about the history of sewage for all he cared; he'd still listen.

"But how do they _get_ the gift this dude makes with the things they leave for him?" He inquired, cocking his head. "Get it in their shoes at Christmas?"

Gwen swatted his chest, lips quirking as he snickered along with their spectators. "No, lamebrain. At least, I don't _think_ so. I think it's more of a votive offering."

"A motive offering…?"

"No, _votive _offering_. _It means you don't expect to get anything back for your gift, or you've already gotten what you wanted and are just giving thanks. It's just to show your appreciation." Her eyes trailed meaningfully to the bracer he carried on his arm. He felt his face heat and couldn't quite stop a grin. _Point taken. _

He bowed to her, digging deep in his memory for a karate lesson she'd roped him into once (he still maintained she'd just done it so she could beat him up and call it 'sparring'). "Thanks for the lecture, professor dweeb-sensei." He got a shy smile in return for that and she rocked in place on the balls of her feet, something that would _never_ not be adorable.

She bowed back. "You're welcome, student doofus."

The _actual_ tour guide chose this moment to speak up, having slid up beside them. "May the force be with you. Gotta say, girl, you're putting me out of a job." She teased, chuckling, twirling her long auburn hair.

Gwen immediately snapped to attention with a flush. "Sorry ma'am!" The redhead apologized, but their guide waved them off.

"No problem, but do try to remember: you're talking to a _crowd_." She reached out to ruffle Ben's hair, ignoring his protests. "I get that you want to look at this cutie all the time, but you gotta give _everyone_ the time of day when doing this job."

Ben decided he quite liked this woman. He smirked at Gwen teasingly, hoping that the comment had at least flustered her, but no. Touring rights had punched her ego up to its proper place; and a confident Gwen did not fluster easily. Instead, she just scoffed, jabbing her thumb at him. "This guy? Cute? Please, try living with this walking cootie farm for a while, see if you find him cute after that."

He could work with that. Putting a hand on his chin, he hummed. Gwen didn't flush easily, but, lately, he'd spotted some... easy ins. "Well, you _did_ say you liked my eyes." He mused, innocently.

The tour guide snickered and the crowd was torn between people just doing their own thing and those watching the show, while Gwen…

Jup, a faint blush was creeping up her face. "I-I said they were your 'best quality', that doesn't mean I _like _them-"

"And you said my butt was hot."

"You're taking that one out of context!" She accused, flush deepening tremendously. He smirked. _Oh yeah; still got it. _

"And wasn't there that time you called me 'awesome'-" a hand slapped over his mouth and he snickered, as did their tour guide and half the crowd.

"Those are on the list of 'things I never said', doofus!" She reminded him, trying to sound haughty but she was way too flustered to pull it off. He gently teased her hand away from his mouth.

"Right, right, so sorry. The list's getting _so_ long, I forget what's on there." Which wasn't entirely true, but… well. The spirit of the comment stood. She groaned, burying her face in her hands.

Their guide just shook her head, smiling indulgently. "You two are going to be in _so much _trouble when you get older. Alright folks, sideshow is over, on to the next exhibition!"

As their group moved on, Ben bumped Gwen's hip with his, drawing a disgruntled sigh from her. "You holding up there, kitten?"

"I hate you. So much."

"Love you too, cuz."

"Hey lovebirds!" The guide called them over with a knowing grin. "Does our little professor know what this is?"

Okay _that _was taking it too far. "We're not lovebirds!" They cried in unison, with a synchronicity usually reserved for shouting down the blasted bird's smug looks. They made their way over to the display anyway, pointedly ignoring the knowing and amused looks their group gave them to find-

Ah, there was the prize. "That's the Archamada book of spells." He blurted, absently before he could think better of it. "It contains ancient witchcraft and rituals from the late sixteen-hundreds. Recently recovered." He narrated from memory. The tour guide gave him a funny look while Gwen-

"How the heck did you know that?"

He poked his tongue out at her. "You told me. Duh." That was usually how he got any knowledge in his head, anyway.

Gwen seemed completely mystified for a long second before realization dawned in the form of widening eyes followed by a disbelieving look. "That was a _long _time ago, doofus. Didn't know you could remember that far back."

He scoffed, elbowing her. "I remember everything you tell me. I just ignore it most of the time."

"That explains so_, so _much." Gwen muttered, but Ben had turned towards their tour guide.

"What's with it being so out in the open? Figured if it was a recent sensation thing, it'd be better guarded." He remarked, tapping the glass. Gwen elbowed him hard in the ribs for that. He winced with a glare.

Their guide didn't care much. "Don't let it fool you, kid, the glass is basically unbreakable. And the stand is bolted to the ground, so you're not picking it up either. And that's ignoring the sensors we turn on after closing. And the cameras."

Ben whistled. "Okay, when you put it like that, I get it. That's a ton of effort for a book."

Their guide shrugged. "We have to. We're pretty far from the police station, so if we have a break in, we need to stall for time. Not that a lot of people would even _want_ this old hunk of junk."

_Far from the police… that could be handy. _Ben mused, grinning. "Unless you get a lot of mages coming over."

The woman waved him off, snickering. "Nah, those only show up in winter. Can you imagine those robes in the New Orleans summer? Sweaty nightmare, I tell you." Ben snickered at the joke, and at the knowledge that all the magic users he knew were a little less tacky than that_._ They were tacky in a million other ways though. Seriously, a purple coat? "But that does sort of conclude our tour! Everybody give some love to our impromptu tour guide and her boyfriend!"

"He's _not_ my boyfriend!" Gwen squeaked over the applause. Ben just snickered at her indignation. Flustered, happy, angry, his cousin was nothing if not interesting.

* * *

They trailed through the souvenir shop quickly, Gwen buying a small book on the exhibits which Ben thought was a waste of money because they'd _just _seen those very exhibits and she could look up most of that info online. But it was Gwen and sometimes she wanted weird stuff and he really didn't have the heart to make her feel bad for it.

He'd done that plenty of times, and after the fun she just had touring them all around the museum, he was not going to rain on her parade. Well, other than by mortifying her into a steaming puddle of embarrassment as he had.

...look, he was allowed _some _fun, okay?

But, as they made their way down the sidewalk away from the museum and she kept shooting him considering looks, he got the sinking feeling that he might have brought the rain clouds anyway, if unintentionally. "I know I'm handsome, dweeb, but staring is rude."

Gwen didn't rise to the bait like she had in the museum, instead she was keeping her analytical gaze trained firmly on him as she cradled the book to her chest, fingers poking out from her gloves and tapping it in agitation. Or anger. Probably anger. "What were you doing back there, doofus?"

Yup, _definitely_ anger. She wasn't even trying to hide the steel in her voice. He tried his most charming grin, widening his eyes in a way he knew his Gwen had found endearing- well, sorta, anyway. It had made her scoff and roll her eyes which was decidedly better than punching him. "I'm sure I have no idea what you mean, dear cousin. What ever do you mean?"

No dice. Her gaze narrowed before her eyes rolled away. "Well let's see, first you keep looking around the room for all the exits and camera's, then after almost half an hour of almost _no_ interest in the exhibits you take a shine to the _one_ magic related thing they got, and then you start grilling our tour guide about the museum's security measures." She listed off, dryly, but the steel tone did not falter. "And people use longer sentences when they _lie, _like you're doing _now_."

Ben blanched, a sweat trailing down the side of his face. Crap. This Gwen was clumsier than the one he was used to, and was still the 'baby' of the group (her words, not his) but she was still _Gwen. _Gwen 'I will pick aliens and monsters apart with my brain and bare hands' Tennyson. He would do well to remember that, even with his foresight and experience, he really couldn't afford to underestimate her.

"Err, see, thing is-"

"Because when I _think_ about it," Gwen mused, putting a finger to her chin in mock thought, "it _sounds_ like you were using our museum visit to figure out how to _steal _the magic book." Her gaze turned back to him. "And if what I _think_ is happening _is _happening," her eyes narrowed into a glare fierce enough that he almost ducked for cover, "_it better not be_."

"It's not like that!" He defended before he had to stop to cough up steam, nearly doubling over. He winced, gritting his teeth, stopping in his tracks to shake it off. If the whole clusterduck with Zombozo had been good for anything, it was that it had drained him properly for a few days. But he could feel the heat rising again. The sweltering, late afternoon sun beating down on him didn't do him any favors either. Tonight was going to _suck. _

He felt fingers brush his elbow and he glanced at Gwen's face, which was torn between righteous anger at his intentions of theft and concern for his wellbeing.

He sighed. "It's not _entirely _like that." He corrected himself, straightening and facing her fully. He sucked in a deep breath, meeting her steely, but curious gaze, head on. "In two days time," he gestured at the distant museum, "a wizard, guy named Hex, real creeper, is going to steal that book and try to destroy the city with the spells in it. I figured that if _we_ steal it first, we can keep it out of his hands."

When her hard stare didn't abate, he deflated. "And I was hoping the book could help me get a handle on my magic. This," he puffed out some steam, "stopped being funny a while ago."

Gwen considered that for a moment before she deflated as well. "Of course. Couldn't just have a nice visit to a museum, there had to be hero work involved. No, of course there's some magical ass that needs taking care of. _Again._" She grumbled.

Ben grinned sheepishly, wincing sympathetically. "Sorry, dweeb." And he really was. In a way, Ben took after grandpa Max. He hated his family being in danger, hated all the threats to his home, his planet, or really any random passerby. But he _loved_ saving them. He _loved_ the thrill of the fight. For all it's obvious hang-ups, Ben delighted in being a hero.

Gwen tolerated it. He didn't know why she was so averse to it, as far as he was concerned it was way preferable to just being ignored and useless all the time, but Gwen had always been different from him.

Maybe he'd ask her 'why', one day. And maybe, after this, they could go for a bit more quiet. With Vilgax gone and Kevin taken care of, their summer was bound to be a little quieter. For now, though…

"Will you help me? Please?" Because there was really no point in mincing words. She'd already seen right through him.

Gwen was silent for a moment, looking pensive and glancing around. "...do I have to? I don't want to be a criminal..."

"Neither do I, dweeb." He agreed. "But it's stealing the book or risking a city." He spread his arms to indicate all that that meant.

The girl bit her lip and he could _see _the ethical side of her trying to fight it out with the pragmatist. "Didn't you stop this guy last time _without_ stealing the book? Can't we just repeat the steps and be done with it?"

"We could." He conceded. "But that was, like every time, a close call. It's a pretty big risk to take, considering what's at stake. And-" he shrugged, giving her a crooked smile. "I do really kind of want it, too. And not just for me!" He hastened to defend as her glare hardened. "If we leave the book, it's just kicking the can down the road. I think it's better if we keep an eye on it. Grandpa already agreed, if you're worried."

He recalled Gwen saying that the book had only worked as well as it did with the Charms of Bezel. Even if they managed to stop Hex, and even if they destroyed the charms again, there was still the Keystone out there. Which could rebuild them. And on the off chance that Hex got to_ that_ one before they did for whatever reason-

Well. They'd be rushing back to New Orleans just to steal the book then. Same result really. And after how things had almost gone way worse with Zombozo than he thought they would...

The universe was clearly out to mess with him. He was not going to give it a chance.

Gwen grit her teeth before, just when he thought she was going to scream in frustration, she stilled, exhaling a tired breath. "Fine!" She snapped.

He grinned. "Thanks Gwen-"

"I'll do it but I don't have to like it!" She snapped before storming off down the sidewalk, leaving Ben to wince and catch up, wondering why she was _this _snappy about it. He wrestled down his own temper in response.

This summer was really turning into a game of anger management. Well, okay, it was more than that and he was having way more fun than last time around even without the Omnitrix and with the heat problem- okay so it totally didn't add up. Whatever. Figure of speech.

Falling back into step beside her, a stole a glance at her face, flushed, slightly angry, but there was a pretty clear undertone of sadness that had no business being there. He bit his lip before, taking a chance, he bumped her shoulder with his. "Penny for your thoughts, dweeb?"

Gwen tensed, and for a second he thought she was going to just tell him off, or maintain that she was 'just angry' but… her small shoulders sagged. "It's silly..." she trailed off, reddening a little again. Ben wasn't going to point that out. Instead he bumped their arms together again, but this time he lingered there, walking beside her with their arms brushing in and out of contact.

A few weeks ago, she'd have sent him flying. Now, she elbowed him back. "I… I thought we were just having a nice afternoon out." She admitted. "I didn't think you'd be working instead."

That didn't sound right. "I wasn't working _instead._" He pointed out. "I was working _while_-" Working while she thought they were just hanging out, and then he broke that to her in the same breath that he asked her to do something wildly against her beliefs. He facepalmed with a frustrated groan, drawing a startled look from her.

_Smooth, Tennyson. Way to make the girl feel special. _

He grit his teeth. He owed her an apology for that one, even if he really was apologizing way too much these days but- an image of Gwen crying her eyes out as she apologized over and over for the whole thing with Kevin- ...but maybe screwing up was just part of the process. "Kinda realizing that that was kind of a bad move that friends probably shouldn't make." He groused. "Sorry."

"...it's fine, I guess." She answered quietly and that felt like a punch to the gut. Because it wasn't fine, he should've told her beforehand what he was doing, he should've not been working _at all _because he was trying to get her to like him darn it, he shouldn't be wasting their time spent together-

...the day was far from over.

"You know," he started, gaze dead ahead, even as he could immediately feel the burn of her gaze on him. "I think that means I owe you an evening out."

He heard her suck in a breath, a few long seconds of silence following. When she did speak up, he didn't need to see her face to know she was smiling, he could hear it in her voice. "Well, there _is_ a street festival this evening… I saw it in a brochure; it's with costumes and all."

Ben turned to grin at her, meeting her bashful expression with his mischievous one. "Well, then we better do it properly, right?" His grin widened. "And I know _just_ the costume for you."

* * *

Gwen put the black and purple cat mask on, looking into the stall mirror. Her eyes seemed greener with the dark mask around them, her hair seemed redder, too. She already had the unitard with her, and she'd put it on when they'd swung by grandpa before moving on (for some reason she'd managed to remember to pack that one, _and _the corresponding shoes, but somehow forgot nearly all her ohter spare clothing).

"_Guess your big brain isn't always smart, dweeb."_

"_At least it's smart _some_ of the time, doofus."_

Ben had mentioned that she'd gotten gloves with it in the other timeline, but she was loath to give up the fingerless ones he'd picked out for her in New York. Even if they didn't quite match up with the rest of the look- but then, neither did the Omnitrix. But despite all that...

_I look badass. _She grinned to herself, putting her hands on her hips, cocking them. She saw Ben sneak up in the mirror, quite sure that he knew she could see him, but he still jumped next to her with a chicken mask, clucking loudly next to her ear.

She elbowed him, smirking. "Good mask choice. It suits you completely _and _matches with Vilgax."

If Ben had torn of the bird mask any faster, she was sure he'd have broken the sound barrier. She laughed as he grimaced, hanging the mask back on its hook between pinched fingers, not wanting to touch it anymore than he had to. "No thanks! The bird was giving us enough smug looks when we picked up your clothes. If I show up with anything birdlike, he'll never shut up about it."

She hadn't noticed that, being more preoccupied with weaseling some cash out of their grandfather, who'd never dropped his knowing smile. Well, at least they had more than enough for food and for a costume for Ben. Speaking of which...

"So, what _are _you gonna wear?" She inquired, quirking a brow at him. She realized belatedly that he couldn't see it, but in classic new-Ben fashion, he didn't seem to need to. Gwen had never considered herself to be very expressive, but it seemed that to Ben, just about everything she said or did told him something.

Part of her wanted to know how Ben knew her so well, as he had insisted that his Gwen and him had never quite gotten along for as long as he'd been in his timeline. Part of her was afraid to ask.

The boy, oblivious to her thoughts, grinned manically and pulled out a grim reaper costume his size, a matching skull mask coming with the, surprisingly okay, pitch black robes. He held it out for her inspection, and she pinched the sleeve. _Yup, good stuff. _At her bemused look, he explained. "Figured I should stay in theme and get used to robes." He quickly slipped them on and put on the mask.

Gwen could understand his logic, and the robes were awesome, but… "Ditch the mask." She told him, grimacing. He did as she asked and took off only the mask, but the face it revealed was pouting at her with big, sad green eyes. She was unmoved, even if she noted with a small amount of dread that her ability to ignore Ben being sad or cute was lessening by the day.

At this rate she was going to be sitting right beside him at rock bottom within a week- which meant she had to make the most use of her superior cuteness power while it lasted. For now, the battle was very one-sided. She gave him her biggest, sweetest smile, paired with the grateful eyes she always used on her dad when she wanted something out of him. Or on her mom when she wanted to look as innocent as possible.

By all accounts, it shouldn't work on Ben. It never had in the past, before he 'came back', the sole exception of all the people she knew. But she was gratified to find that her winning streak still held strong. The boy spluttered at her. "Oh that is just not fair! The mask makes your eyes even bigger!"

"All's fair in love and war." She countered, winking at him. Rather than grouse or tease back, Ben cocked his head, a small, amused smile stealing over his features.

He sighed, shaking his head in a helpless fashion, a small chuckle escaping him. "I'm not even gonna ask which one this is." He muttered, before gesturing to the stall with racks of clothes and masks. "Alright dweeb, if you think you can top this mask, pick one." He challenged, not giving her a chance to ask what he meant.

Or to linger on it, because she'd already seen her choice of mask eight minutes ago right by where he'd pulled her own mask of the rack and was eager to show it off. She raced to the back of the shop and tore it from its hook, quickly moving back to Ben and handing it to him. He took it with a knowing look and she poked out her tongue at him.

He turned the mask over, inspecting it. "What even is this…?"

"It's a demon, doofus. Can't see the horns?" The mask was similar in style to Gwen's, even if the 'horns' were more elongated than her 'ears' were, and the patterns on it were green. He put it on with a shrug, grimacing when he realized he couldn't put the hood of his robes up properly with the horns there. Aside from that, he seemed mostly satisfied with what he saw in the mirror.

"It's pretty cool!" He admitted, winking at her. "Why this one, though?"

"So we'll be a matching set, duh." She blurted before the bottom dropped out from her stomach and she slapped a hand over her mouth. "I-I mean, skull masks are _so _generic and I have to salvage your sense of fashion and and what if I have to find you in a crowd and the horns really help make you tall enough to spot..." She trailed off, feeling heat rush over her face. She would've liked to think that the mask at least hid her face better, but a brief glance at her reflection over Ben's shoulder revealed that the contrast between her skin and the dark mask only made her blush stand out _more_.

Ben gave her a huge, teasing grin. "Aw, that's so _sappy_, kitten." He said. She groaned.

"And another one for the list." She sighed and Ben actually _giggled, _the absolute doofus.

Ben gave his own mask one final look in the mirror before he nodded to himself. "I'll take it." He said, shooting her a glance in the mirror, his own dark mask making his green eyes stand out even more. "We _are _a team, after all. Gotta look the part, like the Power Rangers!"

Gwen could've pointed out that Power Rangers usually came with more than two and were the lamest thing on the face of the planet besides, but she had better things to do. Like give Ben a teasing grin of her own, not even bothering to hide her blush this time. "_Now _who's being sappy?"

* * *

The festival was crowded, but not obscenely so. It was essentially one long, wide street with stands flanking it, alternating shopping stands, game stands and food stands and so many other things that neither Ben or Gwen quite knew where to begin.

The sun had very nearly set, the sky already dark overhead with the faintest remnant of pink on the horizon, but below the street was lit with Christmas lights strung through the stands and the trees above.

It was pretty ethereal to walk down that street with Ben like that. Almost romantic.

"Clumsy nag!"

"Control freak!"

"Know-it-all!"

"Philistine!"

"Hey!" Ben protested, looking up from his burger, glaring at her through the eye holes of his mask. "You can't just make up words! That's cheating!"

Gwen sniffed, giving the boy a look askance as they navigated the crowd. "A philistine is a person who disregards cultural or intellectual pursuits. Incidentally, the name of an ancient people. And if you _weren't _a philistine, you'd know both those things."

"Well- you- you're a dweeb!"

"Too late; I do believe that's my round." She threw him a triumphant smirk.

Ben scoffed in irritation. "Ruby speckled onyx humper..." He grumbled, wolfing down the last of his burger. Gwen quirked a brow.

"Now who's making things up?"

"Not making them up. Tetrax taught me. He's like Diamondhead, not sure what his species is called-"

"Petrosapian." Gwen answered with a cheeky smirk. She couldn't see his brows rise but she could feel the astonishment radiate off him regardless, and a part of her did a happy little squeak. Annoying Ben was as fun as it ever was, but nothing could quite match up to his admiration.

_Not even a kiss? _

_Shut up, inner-Vilgax. _

"How do you know that?" He asked, sounding genuinely flabbergasted. Gwen downed the last of her food and threw the wrapper in a nearby trashcan putting her hands on her hips.

"Wouldn't _you_ like to know?" She teased. It had precisely zero effect. Ben rolled his eyes, crossing his robed arms over his chest. It made him look like an extremely huggable blob of death.

"Duh, that's why I'm asking, brainiac."

Gwen poked her tongue out at him, considering leaving him in the dark but… "I used Grey Matter's brain to think about the aliens in the watch. Told me a lot about what's in there." She stated, matter of factly. Ben didn't need to know that that had actually been an effort that had taken her a bunch of runs at it with the alien, usually done after morning exercise when Ben was still sound asleep like the lazy bum he was. It sounded way cooler if she just did it in one go, right?

"I never even thought of that." He mused, hand on his chin as he tossed his own wrapper in a bin. Gwen tried to ignore the way her heart fluttered at the undisguised wonder in his voice. _Take it easy girl. _

"You, not thinking of something? Imagine my shock." She teased. "I was also thinking, you know how the watch transforms my clothing along with me? I'm pretty sure I can make something that'll have me pop _this," _she gestured to her Lucky Girl outfit. She was gonna have to ask why Ben had called it that at a later time. "out at the press of a button. Just so I don't risk my identity every time the watch times out. Think I should?"

"Only if you do it for me too." Ben shot back. "That way I can help more often!"

She snorted. "Help how? By blowing steam and being cryptic?"

"And providing witty commentary while looking cool." He added with another wink and that was so corny that it couldn't possibly make _anyone's _stomach do a somersault, much less entice anyone to agree with him.

"No way. I'm the only one who's allowed to be cool like that." If Ben got any cooler she'd be in serious trouble, after all.

"Aw c'mon, you already got the watch and the brain! You gotta leave something for me!" Ben whined and _crap_ that mask really did make his eyes look huge and he wasn't even trying. Then his lips curled in mischief and Gwen had to take a solid second out to wonder when that expression had stopped making her apprehensive and started making her exited.

It would help her pinpoint the exact moment she'd started going crazy.

"How about this: I beat you at the games, you make something like that for me too. Deal?"

As if she wouldn't have made it just to score some brownie points- err, just to be nice to her _friend. _Still. A challenge had been leveled. She nodded slowly, crossing her arms and quirking an invisible brow. "Alright, what'd you have in mind?"

He pointed to the side, a few stands down. She followed his finger.

"...that sounds dangerous."

"But funny."

"And _painful._"

"_Even_ _funnier_."

"...I am so beating you, lame brain."

* * *

Gwen looked anxiously at the spoonful of red liquid in her hand, trailing her gaze from it to the single glass of milk on the table in front of her, to eventually settle on the boy across from her, who had a similar set-up going.

Even if he was eyeing his spoon with barely contained glee. "If this is too much for you," he started, voice dripping with smugness, "there's no shame in calling it quits."

Gwen inhaled a deep breath, the faint scent of the hot sauce on their spoons filling her nose, already making her eyes water. She grit her teeth. "Yes, there is."

Two spoons. Two glasses of milk. Whomever reached for the milk first lost. The rules were simple and the game master had waived their fee on account of their age and 'how cute they looked together'. Gwen had flushed. Ben hadn't been paying attention. Maybe there was something to be said for being scatterbrained after all.

As their referee counted down, Gwen braced herself. Ben did the same. At one, that simultaneously stuck their respective spoon in their mouth, rolled the sauce around in it for two seconds, as per the rules of the challenge, and swallowed.

Almost immediately the heat spread through her, parching her throat, her mouth, her lips, all the way down to her stomach. She tried to shrug it off. It wasn't easy. "N-Not so bad." She remarked, tensely.

Ben just sat smiling serenely, even if she could slowly see the flush creep up his face, masked as it still was. "You're looking a little _flushed, _Gwen. Maybe the _kitten_ needs her _milk?_" He teased, pointedly looking at the untouched glass in front of her.

Her neck started to tense and she shifted with discomfort. "Same to you, doofus. I think the _baby _needs _his_ milk."

"We talked about this: mentally older." He returned, starting to shift a little himself. She could hear his foot tap in agitation.

Gwen snorted, clutching at the edges of her stool just to have someplace to release the tension. His voice was getting scratchy, even if he wasn't fidgeting as much as her. Maybe she could win this. "Please- even with three months added to it, you were three _years _behind me from the get-go."

She grit her teeth and curled around the table, laying her head on it and she _desperately _wanted to reach for the glass but no way was she giving that smug, little, cute- _not cute!- _little, did she mention little?

She reared of the table, wiggling in her seat again, turning her glare onto the doofus-

She snapped and gulped down the glass of milk in under a second, instant relief flooding her senses. Not a second after she did, Ben snapped and swept up his own drink, downing it just as fast.

They sighed in relief, Gwen's expression quickly turning sour when she realized she'd lost while Ben's turned into a coy, satisfied smile.

"All those years of eating chili fries finally paid off."

"That has got to be cheating. Somehow."

For all that Ben called her 'kitten', he looked far more like a satisfied cat than she ever could. Heck, she could _almost _hear him purr. "No, it's called 'being prepared.' I finally took your words to heart."

Gwen rolled her eyes, rising from her seat and ignoring the applause of the onlookers (according to the proprietor, both of them had beaten the night's high score so far). Instead she walked away, not briskly, but quite ready to move on. Perhaps it was rude, but that didn't matter to her right now.

Ben took a moment to bow graciously to the crowd ("Thank you, thank, you are too kind but keep clapping anyway") before she heard him catch up to her, radiating satisfaction. "So what's next?"

Gwen didn't answer immediately, trailing her eyes over the many, many other game stands lining the street, a smile slowly starting to form on her face. "The next game, I suppose."

She could see Ben's lips curl into a smirk from the corner of her eye. "Haven't had enough, dweeb? Fine by me. Which one do we do next?"

"...all of them." She decided, turning her grin to him, challenging him to chicken out.

She should have known better. The boy just grabbed her hand and all but dragged her to the next stand.

* * *

"Aw man, my robes are all sticky!" Ben righteously complained (not whined!), squirming around as the cotton candy kept sticking his sleeves to his body with an obscene sound. Beside him on the picnic table, Gwen sat cross legged, pulling a candy cane out of her hair.

"Why do they even have these things in summer... So I won the chicken catapult challenge..." She mused.

"I still can't believe they would do that do a live chicken. That was _awesome._"

"The targets were some of the softest pillows I've ever seen- I don't think the chickens were hurt. Let's see… you won the tomato challenge..."

"And the food fight! That totally counts as two!"

"That wasn't even part of the games!"

"You made it part of them when you whacked me over the head with cotton candy!"

"Well you escalated it when you threw that taco! You hit me with three hot-dogs by the end!"

"And _that's _why I won it, duh! Do you have any idea how hard it is to coordinate a triple hot-dog strike from three different angles to hit at the same time? That, dweeb, is talent."

"Yes, your gift for useless and weirdly specific skills is unrivaled."

"Thank you."

"The food fight still doesn't count for two."

He glared up from where he lay, but Gwen glared right back, her face daring him to make something of it. "...it still counts as one." He grumbled finally.

She sighed. "Fine. It does still count as one." The redhead conceded, proceeding to mutter as she tried to count out the rest of score. Ben honestly hadn't kept track, far too preoccupied with all the silly things they had gotten up to- a food fight that spanned half the festival notwithstanding. Sometimes, throwing two crazy ten-year-olds and a bunch of alcoholics in the same space had spectacular results.

The reason that they were seated on top of the picnic table instead of on any benches was because those had _likely _been used as stretchers at some point and were missing.

Ben snickered at the many costumed pedestrians passing by that had bits of food here and there. If there was one thing he'd learned about spending so much time with Gwen over the last few months, either one of them, it was that under the utter dweebiness there was a girl that could cut loose _brilliantly._

The fact that she'd weaponized the aforementioned chicken catapult to fire water melons was just one classic example. Honestly, the only reason he'd won the fight despite that was because none of them had hit _him_.

"We're tied at nine wins each." Gwen concluded, flopping back on the table with a sigh and a disgruntled look. "We need a tie-breaker." She mused. He couldn't find it in himself to be as huried about that as she was, instead grinning up at the canopy above them. It reminded him of how they'd lain under another tree a few days ago, shooting ridiculous questions at each other.

This canopy had Christmas lights and lacked a demonic bird, but the point still stood. He turned his head to find that Gwen's expression had melted into a content smile as well, relaxed in a way he so rarely saw in the past, and he made a point of bringing it out in her as often as he could. He bumped her with his elbow, getting an immediate kick to the shin for it; more a reflex than anything. His lips twitched. "Satisfied with your evening, princess dweeb?"

Gwen glanced at him before turning her gaze upward again. She bit her lip, unable to hide her smile. Slowly, she nodded, seeming more than a little giddy. "Satisfied with my whole _day_. This was great. Thanks for taking me here, Ben."

Ben grinned cheekily. "Go figure: you spent _all_ day with me and you actually _liked_ it. You're reaching my level of crazy, dweeb."

Part of him expected her to be horrified, fake or not, or perhaps some sass. _'More like sink to it!_' Instead, she rolled onto her side, worrying her lip in thought. He could see the question burning in her eyes, but everything screamed hesitation. He kept his own face and body language as open and relaxed as he could, waiting. He did not have to wait long. "Is this how you and… other me, became friends? Just hung out like this? When did you start doing it?" She asked, earnestly, but cautiously.

He appreciated that she knew his Gwen was a touchy subject, and he knew that she wouldn't pry if he didn't feel like talking about it. That, in and of itself, made him want to tell her, and fortunately, this subject wasn't all that hurtful.

It stung when he missed Gwen, but he couldn't miss something they never had, after all. "We didn't." He remarked, simply. "We went out, sure, but that was when grandpa kicked us out or we just had nothing better to do." And they'd had plenty of fun with that in the last few weeks, to be sure. But even as they seemed to gravitate towards each other naturally by the end, they'd never gone out of their way to really hang out like he had done on a few occasions with this Gwen.

It was one more thing, Ben realized, that was _unique_ to this Gwen… and that list seemed to be getting longer by the day. It was a pretty visceral reminder that this Gwen was not just a carbon copy of his Gwen, but her own person.

The thought both elated and saddened him.

"...so, you only ever did something like this… with _me_?" She asked slowly, face reddening. Ben gave her a look, unsure of what to make of her demeanor but…

"Yup." He answered, "Only you." Which was weird to say because _technically _they were both Gwen, so in a way he had done this with her too but also not.

Gwen was silent for a long second before a grin started to split her face and she quickly rolled onto her other side, away from him, to stop him from seeing it.

As if he'd pass up a golden opportunity to tease. "I saw that, dweeb." He sang, elbowing her back. She spun right back around with a fierce glare.

Well, it would have been fierce if she wasn't beet red and obviously fighting down a smile- failing at that. "You saw nothing!"

Ben snickered, but let her off the hook. He wasn't one to talk about being happy that someone awesome was willing to put up with them. He felt that whenever Gwen sought him out for anything.

Though this Gwen was definitely spoiling him. Whereas his Gwen had always just hitched on to whatever he was doing or dragged him off to whatever she needed him for, this Gwen sought him out just for company, and wasn't afraid to be obvious.

He'd pointed that out a few days ago. She'd seemed uncertain for half a second before she shrugged. _"It's what friends do, right?"_

He snickered in her face, rolling onto his side too. "Sure, I didn't see _anything._" And he certainly didn't see her be all cute, trying to hide her giddiness-

_Stop thinking Gwen is cute, Tennyson. The bird is getting to you. _

Gwen blew out a breath, and he staunchly ignored the way the sensation on his face made him shiver. "Y-You're insufferable." She muttered, still embarrassed, before she got up and hopped off the table, moving toward the festival again.

Ben sat up himseld, quirking a brow behind his mask. "Where are you going? Gonna look for that tie-breaker?"

Gwen turned back around and moved to stand in front of him, placing one hand on her hip with a sassy smirk and with the lights above them reflected in her green eyes and-

Okay, so she was cute. Sometimes. In moments like this. Just another one for the list of stray thoughts and observations he would never tell her about.

It was kinda worrying, how long that list was getting. It was even more worrying to realize that the things on it almost had a theme.

He was torn from his musings by the redhead. "I was _thinking_ that we should go get you your book." She told him, longsufferingly, even as she smiled. "Besides, I don't need a tie-breaker; I already won, bunny." She teased, tapping his mask. His brow furrowed in confusion before he scoffed.

"It's a _demon, _Gwen, not… a… bunny..." His blood ran cold before he tore of the mask and really looked at it- "Oh for f- Gweeeeeeen!"

The girl just laughed at him, raising her hand to tap the tip of his nose, eyes twinkling with amusement in that (not cute!) way, lip curling into a satisfied smirk. "And that," she purred, leaning in close, something that made him gulp, "is ten wins for me."

She spun on her heel to walk back to the crowd, and he watched her go, everything about her so… _Gwen, _that for a moment, he genuinely did not know where he was, _when _he was, and with which Gwen he was, and for the first time since he came back, could not care less about that.

"_You love all versions of me, doofus. Just accept it."_

Ben tugged his mask back on and caught up with his Gwen as quickly as he could.

* * *

A/N: Hope you enjoyed it. I'd say 'don't get used to this length' or something like that, but at this point we all know I'm a filthy liar. Sorry for any mistakes.

To 'Anonymoose ': First of all, thanks for the love on my stories. Appreciate it a lot. Second, Charmcaster will turn up of course, I don't really plan to have her flirt with Ben (sixteen year olds just straight up don't do that with ten year olds), but I'm gonna have some fun with her, no doubt. Now if you want jealousy, wait until Kai shows up. As to Ben acting older than he is: I agree, he does. I'm still working on how to balance that; his time-traveler competence vs him being a kid and _Ben._

To guest: no worries, Ben will become more useful soon. Ben and Gwen always have this 'different but equal' dynamic going on, and I fully intend to have Ben catch up.


	9. Chapter 9: Sweet dreams

Disclaimer: Still don't own Ben 10.

A/N: I live.

* * *

The chips were down, the game was on.

Ben narrowed his eyes, cracking his neck and spitting into empty chips bowl.

His enemy was not intimidated, merely narrowing his own eyes (_it, _Tennyson. You're dealing with a demon, not a person).

Ben raised his weapon for a quick strike before retreating, awaiting a response. He thought he was safe, that he'd left no gaps in his defense.

He was wrong; his foe raised its own weapon and brought it down with conviction.

Vilgax drew his perfect circle, the third in a row, and dropped the pencil with an imperious feather rustle.

Ben groaned and flung his own pencil, glaring at the paper between them. Losing was annoying in and of itself. Losing three times in a row to a bird at tic-tac-toe? He huffed out a breath before he flopped back onto the floor. The bird abandoned him to his suffering. "Gwen was right; bird brain is too much of a compliment for me."

At least Gwen wasn't here to see it happen.

...that only made him feel worse. Maybe he'd have better luck with his comics.

So, comics were a total bust. He flung the issue across the room in frustration and again flopped onto the floor.

He tried to convince himself that the plot was simply boring after he already knew the twists and turns, but he'd read this issue several times over in the past and enjoyed it every time- heck he enjoyed the entire series every time.

But he'd enjoyed it best when Gwen had joined him and proceeded to make complete mincemeat of the writing.

"_Oh, come on! Having your reader go 'what' does not mean you made a good plot twist!"_

"_Right?! If your twist isn't any better than what we already expected, don't do the twist!"_

He could probably do the same thing with this Gwen, though. She might even have different thoughts about it than his Gwen had. That could be super fun!

Or it would be if she were here...

Video games! Those had never let him down. Maybe he could cahoot grandpa into trying them again!

Video games let him down. His pride and joy, his dependable ally through so many boring days, let him down. He didn't know if the pain in his chest was the sting of betrayal or if he was overheating again. Then again, one glance at his feverish appearance, lightly shaking hands and steamy breath indicated the latter.

He was nearly at New York levels of overheating. And this time he doubted Gwen was going to swoop in with a total screw-up that gave him cause to heal some bruises. Where was Kevin when you needed him?

...where was Gwen when he needed her?

One movie attempt, an impromptu cooking session, dozens of jumping jacks and dancing practice later (not as fun when it was the bird in his arm, though the stupid chicken had a great sense of tempo), Ben was just about ready to tear his hair out- something Vilgax found hilarious and laughed at him for.

Ben declared war and chased him around until the heat compelled him to stop- and when grandpa told him to relax because 'he needed to rest, he was sick, don't worry so much' which Ben thought was bullcrap because he didn't need rest. He knew exactly what he needed.

And she still wasn't back!

This wouldn't do and grandpa wasn't gonna budge. But it wasn't like he'd ever let that stop him before.

Popping open the back window near the bunks, safely hidden from the rest of the RV by the closet next to it, Ben slipped out silently, making his way around the back of the Rustbucket, and quickened his pace-

"Nice evening for a stroll, isn't it?"

"Son of an emerald speckled onyx humper!" Ben swore as he tripped over a particularly treacherous patch of thin air and crashed to the pavement, leading with his face. _Ow._

Leaning against the Rustbucket, arms crossed sternly, his grandfather raised a brow. "I hear you ran into a Petrosapien at some point. Still, mind your language."

"Sorry grandpa." Ben grumbled into the ground before turning his head to look the man in the eye. "How'd you know I was sneaking out?"

Grandpa Max laughed deeply before looking at him with what could only be described as 'annoyed fondness'. It was a look he'd often gotten from Gwen, down to a T. "You haven't changed _that _much, Ben."

Ben slumped further where he lay, not bothering to get up. Night had fallen quite a while ago, and the pavement under his cheek was actually cool to the touch. "I just wanna go make sure she's alright..." He grumbled, not whined. He was _not _whining! Seriously!

Grandpa Max exhaled loudly before he slid down the RV's side to sit against it, looking like a mountain coming to rest, or an avalanche finally halting. Ben would be envious of his size if he didn't know that, one day, he'd be just as big and twice as awesome.

...okay, one and a half. Grandpa could seriously rock. Or he did, on literally every other night.

"We already went over this when you two came back from the festival, Ben." The man scolded. "Gwen going in in an alien form and stealing the book is high profile, but it can't be traced. Not easily, at least. However, if the high profile alien shows up with a kid in tow that was _just_ there that afternoon, asking security questions at that, it might as well be a calling card."

Ben groaned, turning his away from the old man who did totally _not _have a point. "I could've worn a disguise, we'd be fine!" He grumbled. "I just want to be there with her..."

A snort found his ears. "You mean a disguise like those robes? The on in which you started a food fight large enough to feature on the local radio?"

He grinned. "I'm not apologizing. It was awesome."

The old man exhaled, loudly, and Ben could easily envision him rubbing his temples. "I'm sure you don't. But the answer is still no, Ben." The man paused. Ben still didn't face him, nor did he get up from his sprawl on the pavement, but he heard him loud and clear. "What's this really about, lad?"

...well, it wasn't like he hadn't gone crying to grandpa before. And at least Gwen still wasn't here to hear it. He closed his eyes, his body relaxing completely with a soft exhale. "I used to be better at being alone." He admitted.

He used to be a champ at it. Most of his hobbies could be done on his own, and he had more than enough imagination and energy to find something to occupy his time with. And if he didn't, he'd sleep. It wasn't always the best time ever, but it worked.

And now it didn't.

Grandpa snorted. "Oh, are we not good enough company, little man? I can hear Vilgax's heart breaking."

Ben's gaze snapped up and he nearly shot off the ground because that had not been what he had meant at all-

A large hand coming down on his hair, and ruffling it, made him relax and flop back onto the pavement. He sighed in relief. "I didn't mean it like that." He still defended. "It's just..."

Grandpa pulled his hand back. "You just miss Gwen." The man concluded, amused. "She hasn't even been gone for an hour, Ben."

"...it feels longer?" He tried, weakly, and _fine_, he may have deserved the bout of laughter he got in return for it. He sighed. "It's just, we were having a really great time, and I kinda, sorta..." _Didn't want it to stop yet. _He moped to himself. Ben had never been the type to stop doing something fun until it wasn't fun anymore.

And hanging out with Gwen had been _tons_ of fun still.

Coming down from his laughter, grandpa ruffled his hair again, seeming to need no elaboration. "Don't worry kid, I'm pretty sure she's just as eager to get back to you as you are to have her back."

Ben turned to face him, propping himself up on his elbows, eager. "You think so?" He didn't like how desperate and insecure he sounded there, because this Gwen had shown him she cared all the time, but he couldn't really help the… well. He had misjudged these things plenty of times in the past. Grandpa Max seemed to pick up on that, as his smile was comforting.

"Well, why wouldn't she be? I don't think I've ever seen her as happy as she is when she's around you." The old man grinned. "Which is really a step up from you two always bickering. It was starting to get worrying."

"We will bicker till the day we die, fair warning."

"Noted. Still, I'm glad you two are getting along, better than I could ever have hoped."

Ben grinned, cheekily. "I'm happy about it too! Hey, how about we fire up the RV and go join Gwen so we can celebrate all this happy stuff together?"

"Not on your life."

"Oh come on!" He groaned, flopping down again, hissing out a breath of steam.

He knew the man was right and that he wouldn't budge but this sucked on so many levels because he believed grandpa and if Gwen really was missing him too than that was all the more reason to be with her-

A blur of blue raced up to them before it shifted with a flash of green, caught his peripheral vision, but before he could respond he felt something snag on his right hip and heard a high pitched squeak, before his lower back took the impact of a body sprawling over him.

He felt every muscle in his body relax and a warmth filled him that had nothing to do with his out of control mana. Turning his head, he grinned at where Gwen lay. "Welcome to my level, dweeb." He greeted, snickering.

"I'm surprised we're still above ground." Came the muttered reply where Gwen's face was buried in her backpack, and Ben's grin widened so much it hurt, and he ignored grandpa's twinkling amusement and Vilgax's laughter because Gwen was back and she'd turned her head to quirk a smile back at him.

And if he could feel the way she relaxed on top of him told him anything, it was that she'd missed him too.

* * *

Gwen actually had missed him and did appreciate him healing her bruised shoulder- XLR8 was not built to shoulder bash exhibit security glass into submission, augmented with a stolen car door for padding or not.

...look, she'd left an apology note on the car she wrenched the door from, and it was an expensive looking car at that. It'd be fine. And it was that or the city.

This was the pettiest hill that she would die on, darn it.

But she was glad to be back, and it had looked like Ben was ready jump right back into the festival high they'd left behind earlier that evening, even suggesting to grandpa that the two of them stay up a little longer to try and figure out the basics of the book so he could at least sleep without the heat.

Imagine her shock, and joy, when grandpa had agreed. They quickly hunkdered down trying to decipher the whole thing- or more like, Ben sat down on one side of the booth table trying to work out the book and she said across from him, well away from his overheated butt, acting as a sounding board and fail-safe to ensure he didn't stay up _all _night.

But as nine o'clock turned into ten, and then into eleven, her hopes of recovering the good feelings of earlier were dashed.

Because Ben made absolutely zero headway in understanding the book, and it was all for a very predictable reason. And while she sympathized with his struggles and did genuinely like him these days, no way was she sleeping on a good opportunity to tease.

Besides, treading carefully had gotten her nowhere in the past, and she had it on good authority that Ben actually liked her snarking at him. And she kinda wanted to keep up that good impression for _strictly_ friendly and familial reasons and nothing else at all-

She grabbed a pillow and chucked it at the kitchen counter, earning her a few stray feathers and an indignant squawk. She just narrowed her eyes at the bird. He knew he was being smug. Refocusing her attention on Ben, she spoke up.

"You know, I think we should've seen this coming."

The boy groaned, an impressive amount of steam billowing from the action. "Dweeb, I swear..."

"I mean, who'd have thought that using a magic _book_ actually meant you'd have to have the focus to _read _it."

"Hey! I can totally focus on reading! I read comics all the time!" Ben protested, indignant. It'd be more engaging if he didn't look like a fart from Vilgax could blow him away. His bleary, feverish glare was centered more over her left shoulder than her face. She bit her lip in poorly hidden amusement.

"Can you even see the letters?"

"...err, yeah. Totally."

"Than you can probably tell how many fingers I'm holding up, right?"

It took him leaning forward and eyeing her hand through a focused, narrowed gaze for literally twelve seconds before he hesitantly offered "Two?"

Seems he'd missed her thumb being up too, but she'd let that one slide. Her point stood.

"Doofus, you are in no state to be doing this." She wrinkled his nose when he dropped his face into the open book with a groan. "And you're not gonna pick it up through face-plant osmosis."

"Stop using big words, they hurt." He whined, muffled by the pages. "And I shouldn't _have _to read it to make progress, Gwen's book didn't ask her to!"

...huh, that was interesting. She perked up, leaning forward, feeling like she was leaning closer to a campfire. "What do you mean?"

A groan was her only response, so with a glare she leaned forward further and started poking him in the junction of his neck and body till he started squirming and turned his head to glare back. "Dweeb, I am way too hot to even think about explaining that."

While a part of Gwen heartily agreed with that assesment, a much larger part of her was horrified that that was the case and was absolutely done with today. So she just got up, went to the kitchen, got herself a glass of cold water and walked back over to Ben.

He was looking at her with something akin to gratitude and straightened, holding out his hands for the glass. So she yanked the book to her side of the table and dunked the contents of the glass on his head.

_Ah, cosmic balance has been restored._

Offended spluttering quickly gave way to sighs of relief and her own annoyance faded into amusement. This was probably the only time she'd get away with dunking water on the doofus. "How about now?"

Ben was glaring at her, but if she spotted the twitch of his lips right, it was totally for show. It still boggled her that she could tell.

"Gwen's book was different from this one." He told her, giving the offending thing the stink eye. "It was actually _for _teaching and stuff. This one's just on the charm's of Bezel with lots of-" he cut himself off with a steamy wheeze, which turned into a hacking cough that had him nearly double over. This time Gwen raced for another glass of water and offered it to him rather than dunking it.

He drained it in two second flat. He sighed, steam rising. "Gwen's book helped her control her magic just by touching it, but if this thing is doing anything, it's not that. I kinda hoped, kinda thought..." He rose from the booth seat, haltingly, weakly. "I guess tonight's gonna be a regular heat fest." He muttered before turning to her, a weak grin making it's way across his face, even if his gaze had drifted somewhere to around her throat. "Still, thanks for getting it, dweeb. Maybe tomorrow."

She exhaled a breath, moving to stand beside him and snake one arm around his waist in support and they started to make their way over to the back of the RV, away from where grandpa was snoring in the driver's seat. How the man could sleep in that position, and actually claim it as comfortable, she would never know. "I stole it to save the city, lame-brain, not for you." A blatant lie, as the whole 'city saving thing' was mostly nice because she could wave the theft away as 'for the greater good'. She'd mostly been thinking about how this might help Ben out and how happy he'd be with her and maybe she'd score another kiss out of it-

Dropping him in the bottom bunk like a hot potato she immediately picked up a comic Ben had left on the floor and chucked it over her shoulder. Another indignant squawk made her smirk. Ben snickered, a little deliriously.

"You're getting good at that." He remarked, but his eyes were glazed and his smile was a little vacant. Her satisfaction turned to dust.

"Yeah." She reached out to pat his hair. "Go sleep, doofus. We'll see about the book in the morning." He didn't quite seem to hear her anymore though, instead rolling over, groaning. Gwen straightened and bit her lip. Last time Ben had been this… bad, they'd been in New York. And he had gotten to heal so many minor and major injuries after the whole 'Kevin episode' that he'd cooled down for a while, and after that he had Zombozo draining him, all that.

Now there wasn't anything to cool him down, and she wasn't exactly on board with the idea of Ben harming himself or others just so that he'd have something to heal- and that was assuming he even had the presence of mind to cast the spell. With the way he was flaking out on even reading, Ben was turning 'lame-brain' into 'cooked brain' faster than she could even insult him.

She slowly trailing her eyes across the room, not knowing what she was even looking for, until her gaze settled on the box of 'spoils of war' that Ben insisted on maintaining, spying the glint of the orb he'd taken from Zombozo- such a tiny thing that had caused them a lot of trouble. She worried her lip some more, raising the Omnitrix, looking at it in contemplation.

Vilgax flew over and landed beside her feet, giving her a curious look, somehow devoid of his usual all-knowing smugness. Gwen gave him a wary glance. "I'm not doing this for brownie points." She told the bird. "Really. I just want to make him feel better."

Vilgax didn't even dignify that with a squawk or even a smug look. It wasn't needed anyway. Gwen exhaled a breath, caught between a soft groan and a sigh. "Yeah, I know, that just makes it worse, doesn't it?"

Spinning the dial, she settled on Grey Matter and slammed it.

* * *

The backroom of the RV was dimly lit at best, the morning sun casting it in faint yellows and grays. It lent itself to a cozy atmosphere, and Ben relished it, distantly reliving memories of waking up just in time to see Gwen come back from her morning workout and then fight her for the shower. Well, half fight. Ben was not a morning person.

But slowly, the world of the here and now asserted itself. Scrunching his nose, he rolled over, burrowing in into the warm blanket beneath him, faintly hearing the sounds of the city and grandpa snoring in the driver's seat as well as Vilgax's soft rustling where he slept somewhere nearby. Through the distant haze of near wakefulness, he noticed that he felt... comfortable. Rested, more so than on a usual morning. Actually, he was a little chilly-

His eyes snapped open and he shot up in his bed with a bewildered look.

"What. The. Heck."

He looked down at himself. On top of the blankets, still in his shirt, not soaked through, not uncomfortable, suffering from goosebumps.

_Goosebumps. _From the _cold. _

Before he could freak out further (and proceed to celebrate not feeling like an a furnace) he noticed a new addition to his wardrobe: a white wristband, clasped around his left wrist, right where the Omnitrix used to be.

Turning it over, he found that it was actually composed of a host of smaller building blocks, with a slightly larger, raised part hovering over his pulse.

The gleaming little orb he had taken from Zombozo's machine beamed back at him merrily, pulsing with a very faint glow- the orbs the clown had used to suck out his mana…

Hold up.

Turning his focus inwards, to said mana, he could still feel it springing forth from within his body, but it traveled up his arm rather than accumulating, disappearing… disappearing into the orb.

Confused, but having his suspicions, he got out of bed and climbed up the ladder, opening his mouth to ask Gwen what was going on, only to find her bunk empty. He was saved from further confusion by a faint squawk from below. Vilgax gestured weakly to the rest of the RV before deflating on himself where he lay on the floor.

Ben quirked a brow at the bird. "What did she do to you?" Vilgax perked up at the question and squawked a series of indignant cries as Ben made his way down. The bird leaped to perch on his shoulder when he did and promptly collasped against his head, making a series of noises that could only be described as 'bird weeping'.

Ben rolled his eyes, giving the devil bird a comforting scratch. "Oh c'mon, 'slave driver'?" He asked, starting to make his way to the booth. "She can be a little demanding- okay, okay, a lot demanding, but you ain't seen nothing… yet…"

He trailed off, halting in his tracks, a slow grin spreading over his face. He'd found Gwen alright, in all her sleeping, curled over the booth table glory, surrounded by piles of notes, crumpled balls of paper and with her cheek smushed firmly into the paper under it, the light coming through the window playing prettily on her hair, even if she was less than elegant right now.

Ben snickered, mischief coloring the sound. He cracked his fingers. Gwen rarely slept in, so the times where he was awake before her were few and far between- even less so with grandpa not being awake as well. But the faint snoring from the front seat told him their grandfather was still dead to the world.

Which left Gwen asleep, undefended, and completely at his mercy. Absolute_ score._

Looming over her, Vilgax spread his wings menacingly on Ben's shoulder, sharing in his glee and eager to get a little good old revenge in on Gwen- whatever she'd done to him- and Ben was heartened to find them on the same side for a change.

Just as he was considering waking the girl with a nice wet ear, or perhaps get some revenge for dunking a cold glass of water on him last night, his gaze trailed to the notes. Notes with Gwen's perfect penmanship- and her awful, _awful _drawings. But despite their, err, _creative_ style, it was still clear that the notes and drawings were about his new bracelet. The one that had kept him cool enough to sleep properly.

He lowered his hands, mischief giving way to a strange, happy feeling that he hadn't felt since she'd given him his blaster-

Actually, that wasn't accurate. This was _more_ than that. He'd _asked_ for the blaster, and even if she hadn't needed to finish it at all, she had. This, this he hadn't asked for, could never have thought of himself, even if it seemed obvious in hindsight.

He wasn't gonna be mean, no matter how tempting it was. Not today at least.

On his shoulder, Vilgax did his best approximation of a sigh and an eye-roll before he hopped off and onto the kitchen counter. Ben quirked his lips- seemed the bird wasn't brave enough to go it alone when it came to pissing Gwen off. Probably wise.

Reaching out, he placed a hand on her back, brow furrowing at the tension he felt. That position couldn't be comfortable to sleep in- heck, it was a miracle she was asleep at all. And in her regular clothes too.

He gently shook her. "Hey, dweeb." Gwen turned her head, dragging ink and paper across her cheek and tried in vain to scoot away from both his hand and the waking world in general. He almost laughed at how cute that was and couldn't keep the joy out of his voice. "C'mon dweeb, at least get to a bed."

A slow, warm grin spread over Gwen's face, even if her eyes were still firmly shut. This time, she actually moved toward the sound of his voice. "S'good dream." She muttered, dazed.

Ben had to bite his finger not to burst out laughing. He really should learn to set an alarm clock, just so he could get up before Gwen more often. It was adorable. He raised his hand to her hair, fighting down the urge to give it a quick yank and instead petting it. It was super soft.

"Are you dreaming of me, dweeb?" He asked her, with barely contained glee. Gwen was dreaming about him. Gwen flipping Tennyson was dreaming about him! If that wasn't proof he was doing this friendship thing right, he didn't know what was!

"Uh-huh." She mumbled, folding her arms under her head and burying her face in them with a little smile.

The boy grinned. "Soooo what am I doing in your dream? Being awesome and magical?" He asked, buying time for him to figure out a way to get her to the bunks. She clearly needed more sleep, and if she kept doing it in this position she was gonna be sore all day and he _knew _she'd take it out on his butt.

And he _liked _his butt. It had finally cooled down enough to be worth saving again!

Gwen let out a jaw cracking yawn. "Cuddles." She mumbled. "Holdin."

Huh. Well, he'd once had a dream where Gwen had tossed him into a swimming pool filled with puppies, so who was he to judge? Still, a Cheshire grin spread over his face.

"I can work with that."

Grabbing Gwen by the shoulder, he first eased her upright before lifting her to stand altogether. He'd half expected her to wake up by this point, but she only teetered in a daze for a long second before she started tipping forward into him. He caught her around the waist and supported her with his hips, not even bothering to hide his amusement.

"Glad to know you still suck at mornings like the rest of us." He muttered. She responded by laying her head on his shoulder and looping her arms around his neck. He couldn't see her face but he could definitely feel the happy sigh ghosting across his cheek.

Heh. Cute. He flipped off the bird behind Gwen's back, staunchly ignoring its smug look. Gwen was being objectively cute and he was not gonna apologize for seeing it.

He'd managed to haul her to the backroom, for which he totally deserved mad props, before he hit a snag.

"B-Ben? What are you doing?"

Snag being that Gwen was finally awake. Ben grinned. "Well, _you_ wanted a hug, _I_ needed to move your fat butt, so here we are-"

"That's muscled butt, thank you!" She returned, sounding much more aware then before, even if still clearly tired.

"If that helps you sleep at night." He shrugged, trying to lift her along. "And speaking of sleep, get back to your cuddle dreams. You look like death warmed over-"

Gwen tensed in his hold, digging in her feet and pulling back enough to look him in the eye, face white as snow. "Y-You- how did you- dream-"

Ben quirked a brow. "I asked what you were dreaming about, sleeptalker."

Well, the color was back on her face alright. "You shouldn't just sound out someone's dreams like that, doofus!" She yelped, her red faced glare fierce. "That's a total violation of privacy!"

Fierce, but it wasn't even remotely intimidating- in fact, Ben would sooner call it adorable. He grinned cheekily, moving the arms around her waist till his fingers hovered over them. This made her even more red-faced, this time in what he assumed was fear. "Can't help it if you talk. And don't push it dweeb, I know all your tickle spots."

Her look flattened and the arms still around his neck adjusted to wrap more around his head and then they tensed, her tank top doing nothing to hide the lean muscles along them. The muscles that she had wrapped around his head. Ready to put him in a choke-hold. A drop of sweat rolled down his back and his grin went from cheeky to sheepish.

"Err, mistakes were made?"

"Oh, you_ bet._"

Yup, mistakes were made. But he hadn't survived a decade with this girl for nothing. So he didn't even bother trying to safe his head from being popped like a melon when she moved in for the kill and instead put the arms around her waist to use by tickling her sides mercilessly.

She squealed, but rather than jump away she all but crushed his head to her collar and squeezed the life out of it, which only caused his own tickle assault to accelerate. With neither of them really watching their legs in all this, they got tangled up and they toppled to the floor in a laughing and groaning heap.

Well, at least Gwen made for an amazing fall breaker, and the head hug was pretty comfy when it wasn't trying to, you know, destroy his skull. "Sorry." He told her, chuckling.

She was silent for a moment, not letting go yet. He was in no hurry. He could still feel how tense she was.

"...what exactly did I say about…?"

He had no idea why she sounded so fearful, but it sounded wrong wrong _wrong _and he had to make it _right. _

"Just that I was in your dream, hugging something. Which is total bullcrap, because everybody knows I should be kicking butts and being awesome wherever I am, dreams included." He answered, propping himself up on his elbow so he could look down at her face.

The fear ebbed away, even if her blush didn't. "...a kitten. You were cuddling with a kitten." She admitted, sounding way more embarrassed about it than she ought to. So he gave her what he hoped was a warm smile.

"That sounds pretty cool, actually. I'll let the butt kicking slide for some kitten cuddling."

Her answering smile was hesitant and, dare he say it, mischievous. "Y-Yeah, it was. Pretty cool, I mean."

The sound of footsteps coming to a halt caused them both to turn their heads as one, catching the bewildered look of grandpa Max.

Seconds ticked by in painful silence before the man's bewildered look flattened and he turned away, pinching the bridge of his nose and started lumbering back to the front of the RV with a resigned sigh.

Ben had nary a second to even blink before Gwen pushed him off harshly and he was flat on his back. He glanced up to see Gwen race after their grandfather, squeaking, "It's not what it looks like!"

Ben watched her go with mild irritation and a lot of bemusement. Sure, when grandpa had caught them dancing in his timeline he'd tossed Gwen too- but that was because he didn't want to be caught being nice with her. He'd hoped that kinda wouldn't matter anymore with this Gwen, what with all the 'being officially friends' and all that- heck, she even dreamt of him! Shouldn't that count for something?

He sighed, sitting up. "Girl's are weird." He muttered, quirking a brow when Vilgax landed on his shoulder, giving him a smug feather rustle as he did. Ben rolled his eyes. "Don't even start."

A disbelieving squawk.

"No, I don't think it was weird- it was just a tickle fight. With attempted murder. Same old."

A flat look.

"Don't give me that-"

Gwen stormed passed him, beet red and pointedly not looking at him. "I'm going to bed!" She announced, climbing up the ladder and rolling into her blanket like a human burrito in the blink of an eye.

Though she did find the time to scream into her pillow. Loudly.

Ben followed the procession with a flat look. When Vilgax opened his beak, the boy pushed it shut with a finger.

"I don't even wanna know." Getting up off the floor, he went to the booth table and recovered his book from the pile and sitting down as grandpa started on breakfast-

Well, insofar the old man wasn't muttering to himself. Ben sighed again, flipping the book open.

With how everyone was acting in this RV, even when he was reading an ancient magic book, he felt like he was the sanest of the bunch.

...now _that_ was a terrifying thought.

* * *

A few more hours of sleep and _not _waking up to find your cousin dragging you around with deliciously- err, _disgustingly _little appreciation for personal space did wonders for Gwen's nerves. It didn't do much for her grogginess, as rising around noon was not exactly concurrent with her usual sleep schedule, and that was completely ignoring the fact that she, apparently, had fallen asleep tidying up her notes after she'd slapped the bracelet onto Ben.

Gwen stretched, her back giving a few satisfying pops as she did, groaning as she moved into the RV proper.

Grandpa smiled kindly at her and gave her a bowl of what seemed to be tomato soup. She eyed it suspiciously and the old man chuckled heartily.

"Don't worry, this_ is_exactly what it looks like." He reached out to pet her hair. "Consider it thanks for being so nice to make Ben that bracelet… and an apology for jumping to conclusions."

Gwen sniffed primly before promptly digging into the soup, hiding her blushing face.

Well, Grandpa _should _be sorry for assuming. They'd just been bickering. And wrestling. Nothing. Weird.

Her eye surreptitiously wandered to Ben, who had his face planted firmly in the book and was muttering to himself at the booth table. It was a far cry from the more… charming version of him she could vaguely recall having a dream about, and yet...

Her heart skipped approximately three beats and she was pretty sure her face was-

"Are you okay, Gwen? Your face is getting a little-"

"Soup's hot!" She exclaimed, blowing on it excessively. "Just the soup! And- and just got out of bed! So- uhm, that's why!" She placed the bowl on the table, pointedly not looking at Ben. "I-I'll go splash some water in my face!"

Gwen didn't wait for a response, just rushing off to the bathroom and locking the door behind her. "Really?!" She hissed at herself. "'Hot soup?!' That's the best you got?!" She didn't come out until she'd visited the toilet, splashed some water in her face, and the RV was _moving_ again.

That meant grandpa wouldn't be waiting on her to give her strange looks. Good.

She gave herself a quick pep-talk ('He's not _that _cute!') before she marched out and sat across from Ben, resolving to just drink her soup, look out the window and ignore the freakazoid for as long as she could-

"Doofus! That's _my_ soup!"

Ben froze, slowly pulling the spoon out of his mouth and swallowing a mouthful of soup. It was ridiculously endearing and Gwen took it in with a sinking feeling._ Crap, he's totally that cute._"Uhm, sorry?" He grinned, sheepish. "It sorta just appeared outta nowhere and..."

Gwen rolled her eyes, reaching across and snatching the spoon and bowl. She wasn't all that hungry, honestly, but it was the principle of it. But before she could dig in, she paused, eyeing her spoon. The spoon Ben had just used. Ew.

She considered getting a new one, because again: _ew; _but then she met Ben's eyes.

If the amused challenge in there wasn't daring her to commit, she didn't know what was. And no way was she chickening out on that.

She stuck out her tongue at him and spooned a mouthful of soup in there, rolling it around her tongue, never breaking eye contact and daring _him _to make something of it.

Ben turned faintly red but was otherwise undaunted. Huh. Maybe he and other Gwen had been more used to sharing cooties.

...well that was it's own blush inducing bag of cats. Gwen hid behind her bowl.

Maybe they'd just slowly gotten used to it. She had already exchanged cooties with his cheek after all, and somehow survived the mortification as well as not catching doofiness, so maybe this was just the logical progression.

She was not going to reflect on where it might be progressing _towards_\- that way lay madness (and maybe more kisses. But mostly madness).

Desperately looking for a way to take her mind of things, she gestured to her not-cutely smiling cousin. "Doing better?"

Crap, that was a megawatt grin abort eye contact, abort eye contact-

"Yes!" He cheered, enthusiastically, almost vibrating in his seat. "Haven't felt this good in forever!" He sighed, before the boy turned shy and oh no that meant- "Thanks, dweeb."

-that it would be followed by heartfelt, vulnerable gratitude. _Curses, my one weakness!_

Gwen could feel her higher brain functions go down the drain in real time- so in an effort to not just sit there and gape at him, she dropped her spoon to the floor, dove after it under the table, banged her fist against the underside of said table and buried her face firmly in the seat cushions to muffle her scream.

It worked, for the most part. Even if Ben did lay down sideways in his seat so he could peer under the table. "Err, you okay, kitten?"

Gwen came up from the cushion for air. "Banged my head. Fine now." She glared at him, thrusting a finger at his face while fighting the heat in her own and hoping he took the blush as embarrassment- which it absolutely was! "And don't call me kitten!"

She couldn't believe she was hoping that he'd mock her, just so she could find a reason to be pissed off at him. But Ben just smiled fondly, with a _giggle, _and how _dare_ he steal that expression straight from grandpa and how_ dare_ he pair it with those _eyes_-

"Is that any way to speak to the man of your dreams?" He teased.

...well, that was it. She was pretty sure that her blush was never going down. She snatched her spoon off the floor. "T-This one has been on the floor too long!" She crawled out from under the table and fled the short distance to the kitchen counter with stiff muscles.

Vilgax had taken up residence there, but instead of giving her a smug look, he nuzzled her shoulder with his head. She smiled, petting him, retrieving a new spoon from the drawer. "Sorry I made you drag all the stuff."

An indignant squawk was the response she got and she heard Ben snicker behind her. "So that's what you did to him."

Gwen shrugged. Talking to Ben was easier with some distance, it seemed. And not having to look at him helped too- the brat was just too open with his affection. He didn't even give a girl a chance.

Stupid time travel turning her perfectly manageable jerk of a doofus into this cool sweetheart. Could she trade them back?

...okay, she didn't really want that because this was awesome ninety percent of the time but also absolutely_ nerve wrecking-_ "Grey Matter couldn't do it. Too small." She supplied, turning to face him, leaning against the counter instead of going back to her seat. The added distance was only slight, but it made all the difference.

"Wait, _all _of that stuff was dragged from the backroom by the bird?" He asked, amusement dripping from the words. "Can't believe I'm saying this, but feather butt is right. You are a slave driver."

Vilgax leaped off the counter and flew to sit at Ben's side, snuggling into him. The boy snickered. Gwen glared.

"How is that fair? You try to blow him up and cook him on a daily basis, and it's all good. I make him work _once, _and now _I'm_ that bad guy?"

"I think you mean 'bad kitten'-"

She put the spoon down and reached for an empty glass, holding it under the tap threateningly, never taking her death glare off him. He averted his eyes nervously and whistled innocently. She bit back a smile, satisfied that even on edge and being a total freak, she could still keep him on his toes.

Her eyes trailed to the book resting in front of him. She put the glass down and pushed off the counter to lean over the table for a better look.

"So is this going any better now that you're not melting?"

"...yes and no." He supplied, grinning awkwardly. She poked him till he eleborated. "Yes as I can actually see the words now, no cuz I'm still not a fan."

Gwen's brows furrowed in consternation, pulling the book towards her and leaning her hands on the table, taking in the page he was on. It was a dizzying experience, how the ancient script seemed to translate itself in front of her eyes, but the feeling went away in a few seconds. "That's pretty handy..." She muttered.

"That's where the help stops though." Ben lamented. "Gwen's book was just, you know, a spell book. It had spells, with an explanation, you say the words, do the mana thing and boom: magic."

Gwen turned the page, taking in the words, a more coherent understanding of the book slowly forming. "And these are all about those 'charms of Bezel' that you talked about?" She asked, the thrill of actually learning something so new and outlandish restoring her composure quickly.

Ben nodded. "Err, most. I haven't checked all the entries yet."

"Didn't check the table of contents?"

"Doesn't have it."

"Have you tried the index in the back?"

"...totally."

Gwen sighed, amusement coloring her voice. Ben could be, brave and kind and all that on occasion, but he'd _always_ be a doofus. "Lame brain." She told him, flipping to the back. "You should always check the- There's no index?! What madman wrote this?!"

"Maybe that Bezel dude…?" Ben shrugged and reached for the book, flipping through it. "Anyway, I was trying this one. Says it should help with mana control with the Fire Charm. Figured that's as close to useful as it's gonna get." Ben slumped in his seat. Gwen gave him a long look.

"So, what's the problem?"

Ben scratched his neck. "The book's set up so that you kinda need to read, like, these stories, understand them, and then it's like… I don't know, I guess it's like a passive buff in Sumo Slammers?"

Gwen was completely in the dark to the reference, but she thought she got it. "So instead of one spell, you have to internalize a story and that will give you a continuous ability?"

"I'm not sure about what you just said, but because it's you, I'm gonna assume you got it."

Completely unsolicited display of confidence in her abilities- nice. She was filing that one away for later. For now, she had to focus on making her theft of this thing worthwhile.

"So… read the story." She concluded. "Not seeing the problem here."

Ben squirmed in his seat. She narrowed her eyes at him. He squirmed some more.

"...I don't believe this."

"C'mon Gwen! You know I have the focus of a toaster!"

"How can you read through half your comic stash in a day and focus on your stupid games for hours on end and not even be a _little_ captivated by the _literal magical spellbook _you have here?!" She snapped back. Part of her relished this. Some good, old fashioned reminders of why Ben could be the most frustrating person on the planet. She needed that. Badly.

"But the stories are so boring! All about fairies and stuff!" He whined, and no, she would not give him the credit of actually calling it anything else.

Gwen's eyes rolled so hard that she was amazed they didn't pop out. "It's not that bad, doofus."

He sniffed, crossing his arms petulantly. "If it's not so bad, _you _give it a shot."

She humphed, dragging the book with her when she moved back to her old seat across from him, her soup forgotten. She had a point to proof and a wonderfully contrary doofus to put in his place. This was just what the doctor ordered. "Fine, I will! Bet you I can get through it in an hour!"

"Bet you you're a dweeb and you totally can't!"

She waved him off dismissively, opting to bend herself over the book and actually start the story. She had to admit, Ben was correct in saying that it was fighting her. The way the letters magically translated themselves into coherent sentences before her eyes slowed her down more than a little. Keeping track of the mental tally was hard and she had to reread more than she liked.

But Ben was already smirking at her mounting frustration so no_ way_ was she gonna back down now.

She took it from the top and found that mouthing the words made reading less of a hassle, and found that reading them out loud made it as easy as it _should_ be.

"They came from below, their enemies. Madmen, wet men, hiding in the cracks, under the rocks, at the bottom of the rivers, where fire could not live, could not warm..." She started, already liking the mood it was setting and heartily diving in.

It wasn't until an hour later, when she finished the short story, that she even realized Ben hadn't spoken a word for all of it- and that was even more outlandish than the tale she just read. Daring a glance in his direction, she saw that he was looking straight at her, but was looking through her, as if in a sort of trance.

Then clarity returned and his eyes met hers squarely. She smirked.

"Told you I could do it in an hour."

He poked his tongue out at her. "Of course you'd be good at being a nerd."

"You're just jealous that my grade average isn't always always going south."

He scoffed. "Who needs good grades when you got- huh. Forgot that _you_ had the watch there for a moment. Do over: who needs good grades when you got looks like mine?" He waggled his brows at her and she laughed at him. Hard. Which was in no way an attempt to cover up her heart skipping a beat or three again.

"Sorry freakazoid. I'm sure your horrible looks can scare off some baddies, but you're gonna need to actually study magic for the bigger ones." She turned the book around and pushed it over to his side of the table. "Chop chop, sorcerer's apprentice."

"Do I look like Mickey Mouse to you?" He grumbled, sourly.

"More like Bugs Bunny." She teased, winking, and the way he screamed in mortification was like a balm to her frazzled nerves. _Oh yeah, vengeance was good. _She gave him an encouraging wave to get started, but he only spent a solid minute sort of squirming and giving her weird looks, getting progressively redder. It was a relief to know she wasn't the only one who did that.

She was about to ask what his problem was when he turned the book around and pushed it over to her side again, not meeting her eyes and flushing beet red.

"C-Can you do another one?" He asked quietly, and the only reason she didn't laugh out loud was because he was being shy and endearing and it got under her skin. And because she was busy gaping.

"Why? You love making noise."

His answer was so silent it might as well not have been a sound at all, but Gwen had become increasingly good at deciphering Ben's muttering.

"I like it better when you do it." He admitted, flushing even redder somehow. "I like... listening. To you. Helps me focus." He ground out, ducking his head, all but trying to hide in himself.

Gwen would have laughed if she hadn't been in dire need of a pillow to scream in. Wrestling the impulse under control, she pulled the book closer and cleared her throat.

"F-Fine, but you're doing the next one."

And there was that brilliant grin again. "Thank dweeb. You're the best. By far. Except for maybe me. It's touch and go."

She soaked up the praise like a plant soaked up water, a smirk working its way onto her face. "Careful doofus, people are gonna think I'm the girl of _your _dreams." She froze, dread pooling in her stomach.

Oh crap, oh crap she'd totally pushed the envelope too far and she was a total idiot who shouldn't be allowed in polite society ever and she just needed grandpa to drop her off in the Rockies somewhere so she could live out her shame in isolation as a hermit-

"I don't think my dreams can live up to the real thing, cootie queen." He told her and her heart just_ stopped._

Ben didn't seem to really have expected that either, as he raised his fingers to his lips with an equally wide eyed and red-faced expression- before he turned his gaze to the window. But he didn't take the words back.

Gwen's mortification gave way to warmth and her eyes scrunched shut and she didn't even bother hiding her happy grin and she also didn't even bother flinging something at the smug bird giving them both far too knowing looks because _screw it, _she was allowed to be happy about this.

Besides, if she was going to help him through this book, she better get used to him being grateful. The thick book with lots of entries and lots of things for them to read. Together.

She almost vibrated in her seat. Oh yeah, she was super okay with this. Clearing her throat again, she started to read.

* * *

A/N: Gwen is a happy kitten. To any of you wondering why Gwen is such a sucker for sincerity and honest praise, personal headcanon for this story is that, between being friendless, bullied and having sort of distant (or at least not very emotionally supportive) parents, basically the only validation Gwen ever got were from grandpa Max, her teachers, and occasionally her parents if she excelled. Everyone else was just dragging her down, Ben included. Gwen is completely starved for affection and validation.

And then future Ben rolls in and makes it his life mission to make her feel like she's the center of the universe just for being herself. That's leaving a mark. Muwahahah.


End file.
